Out of The Darkness
by chunkeymonkey
Summary: My sequel to Stumbling Through the Shadows and Into the Night. The story is my view of the events from Oraclefirst story thru Vesselsecond story and beyond. Chlark, Lexod, Lana, Lois and Martha all make an appearance, 2 plus original characters. Only Chla
1. Chapter 1

Title/Link:** Out of the Darkness**  
Author:**Me!**  
Pairing: (if any): **Chloe/Chlark, Lex, Lexod, Lana, Lois and Martha. Plus new character.(don't worry only the chlark is romantic.)**  
Rating:**Pg**  
Short summary:**Ok this is my sequel to "Into the Night" and "Stumbling Through the Shadows."(so read first before..you can find on ffnet and Ksite..but in case you don't..this part picks up after the cliffy of "Vessel"...my 2 previous stories were my take on the events of Oracle thru Vessel..so this technically would be the events of Zod and so on...but whatever...)I am posting it here since ffnet hates me apparently. Boo! I will be posting chap after chapter like before...Keep in mind the first chapter is me pulling assorted stuff outta my bum...you will see why when you read it. Lol..  
**

NORAD Command and Control Center

Cheyenne Mountain Air Station

Colorado

"Sir this is an _emergency_. The system has been compromised and has begun launch countdown. The coordinates are going haywire and I cannot stabilize."

A young man in fatigues was seated in front of a large console; looking back and forth from a computer screen full of data to a radar screen in front of him.

As his eyes scanned the information the monitor was overcome by glowing green symbols. The tiny blips on the radar screens were replaced by erratically moving symbols as well.

"What the hell?"

Others seated nearby at similar consoles, their fingers flying hard against their keyboards, stopped to stare up at their screens in confusion.

The young man was visibly panicked as he spoke into his headset.

"Yes it's all over our screens here as well. A virus perhaps, I don't know.Yes Sir, immediately."

"I've been ordered to call codered, and to beginemergency protocol. Everyone initiate de-activation sequence." He yelled over his shoulder as his fingers flew overhis keyboard.

"Sir we are _trying_ to de-activate but the systems….. Nothing is working! The computer system is _not_ working!" A woman across the room yelled.

"We need to get General McHenry on the phone asap!" He barked to a woman seated across from him.

"Yes Commander." She said and reached for the phone.

She started to dial; abruptly she stopped.

"Commander, it's dead."

"What?"

"Commander the phone is dead --"

"Well try another one!" He screamed in frustration.

The woman pushed off on her rolling desk chair and glided over to a neighboring console. She picked up another phone and immediately slammed it down on the cradle.

"Dead Sir."

Fellow controllers around the room began to pick up their phones; each shaking their heads in dismay.

"Damnit!" The Commander yelled; his face turning purple with anger.

He spoke once again into his headset.

"Sir I am unable to contact the General and am unable to de-activate. Please advise." The Commander pleaded into the headset, beads of sweat now dripping down his face.

"The circuits are overloading!" Shouted a man behind him, who was flipping multiple switches on a circuit board. There was a fizzing sound followed by a snap, and smoke began to waft up through the air.

"Sir we have reached breaking point. I need orders _now!"_

He couldn't hear anything from the other end.

"Sir? Sir? Are you there?"

Once again he heard no response.

He took off his headset and whipped it across the room.

The symbols began to flash faster and he stared at the screen with terror.

The lights began to blink on and off.

There was a loud crack and all of the lights shattered ,surrounding them in darkness. The computer screens each began to burst; several people jumped to avoid the flying shards. An acrid smell of burnt wires filled the room.

Awoman came up from behind him and placed a supportive hand on his shoulder.

"It's too late. There's nothing I can do. It cannot be stopped." The Commander said solemnly.

"But we never fixed the coordinates?" The woman said tentatively. "Where? --"

She could not bring herself to finish the question.

The room fell silent as everyone paused to listen.

"I don't know cadet. God help us all."

**There ya go..chapter one...and as how I've never worked with missiles before I have no clue what a real emergency plan would be like...thus the pulling from my bum. Lol...I hope it was good nontheless. Chapter two will be up soon... **


	2. Chapter 2

**This is chapter two! It's a little longer and I have to say "Thank God for Wikipedia". Lol...you will see why..yeah I am not a comic book person so if stuff is inaccurate...don't stone me, mmkay? Lol...blame wikipedia and my damn imagination!**

Clark tried to struggle; to break free of his transparent prison. He wanted to run back towards Earth, which seemed so far away; but he felt an invisible energy holding him back. His body was restricted; confined to a small slice of vacant atmosphere.

He had never felt more alone in his life.

He opened his mouth to scream but no sound escaped his lips.

Suddenly he heard a voice. It was as if it was coming from _inside_ his head.

_"Kal El, son of Jor El. I see Zod is finally victorious." _

The voice was soft and feminine.

_"Am I going crazy?_" Clark thought as he turned his head to look for the source, but all he could see was the black void of space.

_"You aren't going crazy. We communicate through telepathy here. It's the only way." _

_"We?"_

_"Yes. All who are imprisoned in the Phantom Zone."_

Clark felt ill. So this _was_ real.

_"Why can't I see you?" _

_"Your father designed this place to be the ultimate form of imprisonment. We cannot see or interact physically with one another; we cannot speak, except for telepathy. Our bodies are useless and we exist only in a state of permanent limbo." _

Clark was more than a little surprised. He knew this place was meant for incarceration, but he was stunned at the _severity_ of the punishment; amazed his own father was responsible for devising such a cruel fate. He knew his father could be a tyrant; but regardless of their crimes, it seemed an unnecessarily harsh penalty for anyone to pay.

_"But how do you know who I am?" _

_"I know who you are because inhabitants of the Phantom Zone can see and hear everything that is happening on your world. " _

Clark looked back towards Earth. He strained but could not see anything besides blackness; he could not hear anything except for the beating of his troubled heart.

_"I can't see or hear anything happening on Earth." _

_"Give it time. You will adjust to the change; you will be able to see what we see eventually. You will begin to feel what we feel as well, which is nothing but emptiness. All the happiness you've ever felt will slip away, leaving you hollow. Your soul will fade away." _

Clark was horrified. He did not want to think about being in this place long enough to

adjust to _anything_; enough to feel himself slip away into nothingness.

He could only label this a _fate worse than death; _something until this moment he thought could not exist.

He was wrong.

He wanted _out._

"_I'm sorry to be the bearer of bad news. But it's best you know what this place will do." _

Clark's mind began to race. There _had_ to be a way out. Surely if Zod was able to break free there was a way for others to escape.

Some sort of loophole.

_"There is no way out Kal El." _

_"Are you sure? No way at all?" _

_"Well once there was this amazing display of lights over this cold region of your planet. The scientists there called it the aurora borealis. The electrical energy emitted from it opened a small hole in which a few were able to escape; but it closed quickly and I could not make it." _

_"Then that's it? There is no other way?" _

_"None I am aware of." _

Clark could feel his hope slipping away. There had to be a way out of this place besides waiting around for the next occurrence of the northern lights. He couldn't languish in this purgatory while his home was being ravaged.

He could not wait around for his spirit be crushed.

Despite his fears, he was curious to find out more about who he was speaking too.

_"How long have you been imprisoned here?" _

_"I do not remember. Time ceases to exist here. " _

_"Well, what are you here for? You don't sound so bad to me." _

_"When Zod tried to overthrow the government of Krypton, he recruited a group of young men and women to help him. I was idealistic and believed his propaganda that he only wanted to make Krypton a better place for everyone. I was a fool and horribly mislead. Some knew what they were getting into, some did not. I had no idea the monster he was.. But the governing counsel refused to show leniency towards any supporters of Zod, bad or not." _

Clark looked down at the Earth; it was now completely dark. He wondered what was going on down there. The whole world was now vulnerable to the evil whims of Zod, and he was powerless to stop it.

_"I need to know what you can see. I need to know what's going on down there, if certain people are safe." _

Before she could answer, Clark saw something shiny and metallic gleam out of the corner of his eye. He turned his head to see what it was; but it was gone.

There was a pause followed by a blinding flash of white light and a giant boom; reverberating out into space.

He shielded his eyes from the intense flare.

A few seconds later he felt a blast of energy slam into him and he felt himself being tossed. He felt a rush around him as he began to plummet.

He was free and falling fast.

He saw a handful of others behind him. They were falling; their eyes flashing with the joy of liberation. Beside him he saw a young girl with curly black hair. She smiled at him and Clark instantly knew who she was. She held up her hand to say goodbye and with a streak she took off.

She was flying.

He noticed the others lift their arms ahead of them and streak off in different directions.

They were all flying.

He felt himself gaining speed; tumbling dangerously with nothing to stop him from slamming into the Earth.

_"I know I did this once before, I have to try. Just do what they are doing." _

Clark felt unsure but stuck out his arms and urged his body forward.

He felt an amazing sensation of freedom; a thrill he could have never imagined.

He felt powerful and in control.

He was flying.

**Ok..so there ya go. All PZ info I got from Wikipedia or Supermanica(which interestingly enough the deal about the aurora borealis was true...interesting.) And of course--- boom goes the PZ is soo Superman II...but I think for me it was the best, least complicated way to get him outta there...  
chapter three sometime soon!**


	3. Chapter 3

Chloe felt herself slowly regaining consciousness.. She opened her eyes and saw nothing but ceiling tile above; and felt something cushiony beneath her.

She felt like she had been run over by a train.

Or rather her _head_ had been run over by a train.

Chloe groaned and lifted a weak arm up to her temple. She felt a thick bandage underneath her fingers.

She felt a crusty patch where she guessed there was blood.

She lifted her head up to see she was laying on a cot in a crowded reception area.

A sign on the wall read _Metropolis General Waiting Room 5. _The room was dim; lit only by reddish tinged emergency lights.

She could hear frenzied noise all around her. Nurses were scurrying back and forth; looking frazzled and exhausted.

A man approached a group of nurses and began to argue loudly.

"I'm sorry Sir." The nurse said. "We don't know how long our battery generated power will last so we are only taking those with _serious_ or life threatening injuries right now. You will have to wait with the rest over there."

Chloe tried to sit up to get a better look at the commotion when she saw someone reach out for her.

"Hey, I was wondering when you were gonna come to? You had me worried there for a minute."

" Clark?" She asked weakly.

"Now there's that name again."

She felt a pair of hands reach out to help her as she pulled herself upright.

Chloe looked to see a young man stooping over her. He was smiling and sat back down in a chair next to her cot.

His shirt was torn and his suit jacket was dirty;crumpled in a ball on the floor. He ran his fingers through his blonde hair, exposing a large purple bruise on his forehead and a multitude of bloody scratches along his hairline.

He was very attractive and looked to be in his mid twenties.

She felt suddenly self conscious of how she must look; reaching up to smooth her tangled locks.

He smiled and began to pour her a cup of water from a plastic pitcher on a nearby table.

He handed it to her and she downed the contents in one gulp. She hadn't realized just how dry and scratchy her throat was from screaming.

"Thanks."

"How are you feeling?" The young man asked.

"My head hurts."

The man laughed and she was taken aback by how blue his eyes were.

"Well that's to be expected."

Chloe ran her hand up to her bandaged head again. She remembered leaving The Planet and having some guy attempt to take her purse. But the rest was all muddled. The images were fuzzy and unclear; as if it was a dream.

"Are you okay?" The man asked as Chloe stared at him blankly.

"Yes, I just—don't remember." She trailed off.

He looked alarmed and this time Chloe laughed.

"I _don't_ have amnesia; I just—don't remember what happened out there. I remember getting attacked but after that it's just one big jumble."

The man looked relieved and leaned forward.

"Well I was trying to get to my car when I heard this scream and saw you getting attacked. You fell down pretty hard and passed out, so I brought you here."

Chloe felt a rush of memories come back to her.

She remembered hitting the pavement; her head taking a full blow. She could hear the menacing voices of two strangers above her; laughing at her. She recalled how scared and helpless she felt as her vision slipped away; unable to see what was happening all around.

Then she remembered hearing a voice calling out. A voice that demanded they leave her alone; a voice that saved her.

"_Yes._ I remember hitting my head and I couldn't see a thing. _You_ were the voice I heard, the one who fought off those men; the one who picked me up as I tried to crawl away."

"Yeah well, I couldn't just leave you there." He smiled.

"Thank you for rescuing me."

"Hey _anyone_ in my situation would have done the same."

"No, they wouldn't. If you hadn't come along, I don't know _what_ those guys would have done. I don't even wanna think-"

She shuddered as she pictured what could have happened to her.

"You really handled yourself well out there. I mean those guys were at least _twice_ your size."

"Well I'm used to being in precarious situations."

Chloe cocked her head with interest.

He bent down and picked up his jacket, pulling something from its pocket. He held up a Daily Planet id badge.

"I'm an overseas war correspondent for The Planet. You never know when you're going to run into trouble, so knowing how to defend yourself is key."

She could make out the name _Benjamin Leonard_ under the Planet globe.

Chloe instantly recognized his name and was amazed. She was a huge fan of his work and was thrilled to be meeting the man behind the byline.

"You're _the_ Benjamin Leonard? I'm such a fan of your work. I especially enjoyed your article about misappropriation of Iraqi war relief funds. _Very_ eye opening."

He started to laugh, a baffled expression on his face.

"Yeah, but that hasn't gone to print yet?"

Chloe smiled sheepishly and reached out to shake his hand.

"Chloe Sullivan, Daily Planet intern. I sort of have this habit of reading copy before it goes to press."

He looked amused and reached back. His hand was warm and his grip was strong.

"Well it's great to finally know your name, Chloe Sullivan."

"Yours too, Benjamin Leonard."

"Call me Ben."

He smiled and Chloe felt him squeeze back. She felt an odd tingling sensation shoot through her fingertips and they lingered for a moment, hand in hand.

Suddenly aware, Chloe pulled away.

Ben leaned back in his chair and gave her an inquisitive look.

"So, not that we got all that boring stuff out of the way, are you going to tell me who this mysterious Clark person is? "

"What?'

This Clark person that you keep asking for. He must be important to you. Is he your boyfriend or something?"

Chloe felt a knot twist in her stomach as she heard his name out loud and realized that she had no idea where he was or if he was safe. The last time she heard from him was when he was going to visit Lex, but that was hours ago.

She was surprised that he had not shown up to help her; no matter what he always seemed to know when she was in trouble. His absence was bizarre and distressing.

With all the signs pointing towards Zod being the cause of this mess, she had a sinking feeling that Clark was indeed in peril; or worse.

She had to _try_ to find him, to help him. She wanted to see his face, to hear his voice.

_"To tell him I love him." _

"I….I have to go." She said abruptly. She felt all the blood rush from her head and teetered a little as she tried to stand.

"Woah, wait just a minute." Ben said, grabbing her arms to steady her. "I'm not letting you go anywhere. It could still be a zoo out there for all I know, and you may have a _concussion._"

His voice was stern; and his grip on her was firm.

"I am_ not _going to let you go out and wander the dark streets alone—_again." _

"But I have to find someone. I need to know if they're ok—"

"Ok, we can search for them _together. _ But first I want to make sure that you're one hundred percent alright. And that means sitting here and waiting to be seen by a doctor."

The look in his eyes was unrelenting and she declined to push it any further.

"Besides it's possible _he_ is out there looking for _you_ right now."

Chloe found solace in Ben's words.

"I mean, you two don't want to be running around in circles, always missing each other." He continued.

Chloe smiled. Sometimes that's _exactly_ how she felt about herself and Clark.

"You're right. I'll wait."

Chloe sat back down slowly.

_"If there is anything I am used to…it's waiting for _ _Clark__." _


	4. Chapter 4

Clark was soaring over the towering buildings of Metropolis. The usual bright lights were extinguished and the downtown looked unrecognizable. In the distance he made out the globe of The Daily Planet, its constant spinning ceased.

He slowed to a halt and was now hovering above the besieged city.

The sensation of flying was new to him and he felt slightly lightheaded as he realized just how high he was.

He still hated heights although he was adjusting quickly.

He scanned up and down the area. The streets were ransacked but deserted.

He touched down in the middle of an intersection. Power lines were strewn all across the street, the traffic lights shattered and laying in pieces. He walked over the mess, the glass crunching under his feet, towards The Planet.

The store fronts he passed had broken windows and crude graffiti sprayed on the surface. Several police cars were overturned and smoke lingered in the air over the dying embers of a few scattered fires.

He reached the busted out door of The Planet. He walked into the front area and saw it was as trashed as the outside.

"Chloe?' He called, his voice echoing through the empty lobby.

He saw _Daily Planet Bites! _sprawled across the walls in red paint. He reached out and grazed it with his fingers. It was still wet.

"Chloe?" He called again as he sped down to the basement office.

It was pitch black and several desks were overturned; papers covering the floor like snow.

Clark hoped that somehow Chloe had made it out of the city safely, but had a nagging feeling that she would decide to _go down with the ship_, so to speak.

But as he searched the building it was obvious she had fled as well.

As he walked back outside he heard a siren behind him and turned to see a lone cop car pull over to the curb.

"What are you doing?" The cop asked accusingly as he emerged from his vehicle.

"Think you're gonna get in a little more _artwork_ in while the city is on lockdown? Well it looks like I caught you _red handed, _eh?."

He reached for his police radio and began to speak into it.

"Yeah this is Officer Wilson; I have a vandalism in progress."

_"Vandalism? What is he taking about?" _Clark thought.

Then he looked down and saw red pain staining his hand.

"No Officer, this is just a misunderstanding. I was looking for my friend—"

The policeman ignored him and began to advance, pulling a pair of handcuffs from his pocket.

"Now listen I am gonna need to bring you in. I've had a lot of trouble with you punks tonight."

As he walked closer he stumbled over a pot hole and dropped his radio.

"Damn". He yelled as he reached down to grab it.

Taking advantage of the distraction, Clark gave a quick look around and took off in a blur.

He zoomed down the street and stopped behind a building. He could hear the siren start up again in the distance.

_"Chloe where are you?" _

He closed his eyes and let his ears scan the sounds of the city, filtering out the siren and other assorted noises.

He struggled for a few minutes before he heard it. It was faint but decipherable.

It was Chloe's voice.

She was laughing.

_"Thank goodness she's safe." _

He listened even closer and was able to distinguish other background noises. He heard a smattering of voices; some were crying and others sounded distressed. He heard someone say the word _nurse. _

_"Metropolis General._" He realized and sped off towards the hospital.

As Clark walked in through the emergency room doors he was struck by how busy it was. There were people everywhere, many with minor cuts and scratches, but some were screaming in agony.

It was like nothing he had ever seen before.

He focused his hearing again and zoned in on Chloe's voice.

She heard her laugh and say the name _Ben._

In the background he heard a women's voice.

"_I said waiting room seven, this is five." _

Clark saw that that waiting room was on the fifth floor and made his way up the stairs; pushing past people who were crowded on them.

"This is a fire hazard! You all need to move!"

He heard a voice yell as he turned the corner.

When he made it to the fifth floor he looked down the hallway to see two large doors displaying the name of his destination. He walked into the room and it was crowded beyond belief.

People were milling around, yelling at bewildered nurses. Some were lying on cots scattered throughout the room.

That's when he saw her.

She was perched on a cot in the far end of the room. Her clothes were torn and she had a large bloody bandage wrapped around her head.

He made his way towards her and saw that she wasn't alone.

Directly across from her was a young man, he was laughing and pouring her a cup of water.

Chloe laughed in return, lifting the paper cup to her mouth.

She looked up and by chance glanced in his direction. Her eyes grew wide and she spilled the water onto her lap.

" Clark! Thank God you're safe!" She cried as Clark came over to her side.

He bent down and felt Chloe throw herself tightly around him. He pulled her closer, not wanting to let go.

"Chloe I was so worried that something had happened to you. " He whispered into her hair.

She pulled back and looked deep into his eyes.

"Me too."

He noticed she had a few cuts along her cheeks and her hair was slightly matted with blood, but he thought she was the most beautiful sight he had ever seen.

He had never known a thought as frightening as the thought of losing her. Seeing her alive and well made him forget all those qualms he had about risking their friendship for romance. Made him forget all his worries about her not feeling the same.

The way she looked back up at him, he could _see_ the love in her eyes.

"Ahem."

Clark heard a cough behind him and remembered that there was someone with her.

Chloe pulled away and looked back from Clark to the young man in the chair.

"Oh I'm sorry. Clark this is Ben. Ben this is Clark."

Ben stood up and smiled, extending his hand to shake.

"Aaah, the mysterious Clark at last." He quipped as Clark shook his hand.

"Mysterious?" He asked, giving Chloe a strange look.

"Yeah she kept calling for you all night. I was starting to worry you were a figment of her imagination."

"Calling for me? What happened?"

"Yeah" Chirped Chloe as Clark sat down next to her. "I was at The Planet when this all started and when I went to leave these two men came up to me. One tried to take my purse, and I fell. And well Ben here came to my rescue."

She looked back at Ben with admiration.

"Well like I said, anyone would have done the same." He said in return.

"Yeah easy to say, but not _everyone_ would take on _two_ jerks twice their size to help a complete stranger."

He smiled and looked at her in such a way that Clark swore he felt something pass between them.

Suddenly he felt like a third wheel.

"Well I would like to thank you as well, for helping her." Clark said as he looked Ben over.

He looked like a nice guy, and anyone who risked their neck for his best friend deserved his respect. Yet he couldn't bring himself to _actually _like him and he didn't know why.

He also couldn't shake an overwhelming sense of guilt.

Guilty that _he_ wasn't able to be the one to save her.

Guilty that she wasn't looking up at _him_ right now with awe.

Then it dawned on him.

_"Am I jealous?" _

He immediately felt silly for even thinking it.

He had _nothing_ to be jealous of. He was happy Chloe ran into someone like Ben; if it wasn't for him, who knows what could have happened. He possibly saved her life.

He should be deliriously happy.

Instead he felt conflicted.

"Well I appreciate that." Ben said sincerely. "But enough with the kudos here or I think my head is in danger of exploding."

Chloe laughed and Clark attempted one as well.

"Chloe can I, um, speak to you for a moment." He said.

Clark looked between back and forth between the two and Ben stood up from his chair.

"Ok, well I'll take that hint and give you two a little privacy. " He said with a wink and turned his back to walk away.

When he was out of site Chloe shot off a barrage of questions.

" Clark what _happened?_ Where _were _you? Did you find Lex?"

Clark too a deep breath and launched into his story.

"I went to Lex's mansion and Fine was there. He had Lex in some sort of trance and he went on about how I had to kill Lex to be the vessel for Zod."

Chloe's jaw dropped and Clark continued.

"He gave me this crystal Kryptonian dagger and told me to kill or _else._ I told him I would never release Zod or kill Lex. Then he did something to Lex's computer and caused all _this." _

"Then what?"

"It was some sort of trick. Fine knew I wouldn't kill Lex, so I threw the dagger at him instead. It must have been what he wanted me to do all along, because Fine disappeared and Lex—isn't Lex anymore."

"You mean--?"

"Yes."

Chloe looked shocked; as if she could be knocked over by a feather.

"He is now—Zod?"

Clark nodded solemnly.

"Then Lana came barging in through the door thinking he was still Lex. I tried to stop her but I couldn't move. The next moment she was being thrown across the room and he took this metal bracelet and flung it out the window. It was a portal to a place called the Phantom Zone."

"The Phantom Zone?"

"It's a prison Jor El created for Kryptonian criminals. It's like another dimension. It's—indescribable. It just pulls you in, like a vacuum, and leaves you in this invisible cage over the Earth—"

Chloe stared back at him in disbelief.

"So I am assuming then that Zod wanted you to _stay_ in this other dimension thingy. So how did you get out?"

"I don't know. I think something _exploded_ in space. A missile or something, I'm not sure. But it opened it up somehow and me and a few others were set free."

"Others? You mean a bunch of Kryptonian baddies are running loose?"

Clark nodded.

"Wow." Was all Chloe could muster.

"But I really think we should start to head back to Smallville. You need rest, and I need to check on my mom and Lois. Plus I need to find Lex—I mean—you know—before he does anything."

Chloe agreed and began to grab for her purse.

Suddenly Ben came around the corner and his smile faded as he saw the alarm all over their faces.

"Is everything alright?" He asked.

"Yeah, fine." Clark said, standing up. "We're just about to leave."

He gestured to himself and Chloe.

Ben looked crestfallen.

"She needs to rest and I have some important things to take care of."

Ben stuck out his hand again.

"It was nice meeting you Clark." He said

"Yeah you too."

Ben then reached out and took Chloe's hand, helping her stand up.

"And well I suppose I will be seeing you around the Planet?" He said as he bent down to pick up his jacket from the floor.

Clark's head turned in surprise.

He worked at The Planet?

"Yeah, if there is even a Planet left to come back to. "

She looked sadly down at the ground.

"I'm sure it is fine Chloe. It's The Planet, it's indestructible." Ben said placing an encouraging hand on her shoulder.

Clark knew Chloe loved The Planet more than anything; he didn't have the heart to tell her that it had been completely turned upside down.

"Well, I guess I'll see you around. Thanks for everything." Chloe said, opening her arms and leaning towards him.

Clark watched as the two awkwardly hugged each other goodbye.

"Well till we meet again Clark, hopefully under better circumstances." Said Ben as he pulled away from Chloe and waved goodbye.

Clark gave a brisk nod and took Chloe by the arm, maneuvering her out into the hallway.

Far from prying eyes, he scooped her up into his arms and shot off towards Smallville.


	5. Chapter 5

Chloe closed her eyes to keep the wind from stinging them as Clark took off in a blur.

She felt herself dig her nails into his jacket; the sensation of moving so fast was scary, yet exhilarating.

The first time he had taken her along for the ride was when she was beamed to his fortress. That time she was too numb to feel anything. This time she could feel the wind whip at her exposed flesh, feeling like tiny snaps of rubber bands all over her body.

As then it was over.

Clark halted to a stop and she heard the familiar crunch of gravel under his feet.

She opened her eyes and saw they were standing in the Kent's driveway.

She looked up at Clark and he smiled down at her.

"We're here."

Chloe released her grip from his neck and Clark gently set her back down on the ground.

She felt a bit dizzy and disoriented; a frequent side effect.

As they made their way up to the house she could see the flicker of candles dancing through the darkened windows.

"Mom? Lois?' Clark bellowed as he barged into the house.

There was no answer.

Chloe looked around worriedly as they waked in the direction of the kitchen.

"Martha? Lois?" She called.

The kitchen was empty except for a few unattended candles that were almost down to the wick.

There was a mumble and the sound of feet from the next room.

Chloe and Clark turned around to see Lois in the doorway. She was rubbing her eyes and holding a flashlight.

"Are you guys alright?" They cried simultaneously.

"Why wouldn't we be? It's just a power outage. Oh, Clark your mom said you would know where the extra flashlights were?"

Clark grimaced as Lois directed the flashlight beam into his eyes.

"You mean nothing out of the ordinary happened?" Clark asked suspiciously.

He surveyed the scene and nothing looked out of place.

"Well nothing really. If you don't count the fact that Lois' laptop screen blew and a few light bulbs shattered. I figure we had a pretty severe electrical surge." Said Martha as she came up behind them, holding a candle.

"Yeah I guess that's what you get from a small town—an incompetent electrical company. You better _believe_ they are gonna hear a complaint from me. I _just_ bought my laptop and now it's toast." Said Lois shaking her head in disgust.

Clark opened his mouth to reply but Lois promptly cut him off.

"Oh my God, Chloe! What happened to your head?"

She reached up to touch the bandage.

"Oh, it's nothing. I, uh, bumped into a desk at The Planet and fell. It's nothing really." She said dismissively as she brushed Lois' hand away.

"Does it hurt? Let me get you an aspirin."

Lois took off into the kitchen leaving the three of them alone.

"Mom I have to go back to Lex's. I can't explain it all right now, but you have to promise me that _no matter what_ you will stay here, okay? Just don't leave the house whatever you do."

Martha looked worried but shook her head immediately.

"I'm taking this is—"She stopped and heard Lois bumbling around in the kitchen. She lowered her voice slightly. "Is _not_ a normal power outage?"

Clark shook his head.

"No. But whenever she gets the chance, Chloe will fill you in. It's quite a long story. But I have to go."

He turned to face Chloe.

"You have to promise me that you won't leave either, okay? Just stay safe and I will be back soon."

Chloe nodded.

Clark turned his back on them and made his way towards the front door. Lois' voice chased after him.

"Hey Smallville, you just got here? Where do you think you're going? Where are the extra flashlights?"

Chloe put her things down and staggered after him.

"Hey Clark wait up!"

She decided she couldn't take another chance. She had no idea what he was going off to face; maybe this time he wouldn't be so lucky. She made herself a promise to tell him something and she intended to keep it.

Clark turned as he was halfway out the door.

"Yeah?"

"Sometimes things happen that change everything, ya know? Make you realize what's really important. And I—"

Something flashed across his eyes. He looked anxious and angry. Suddenly she felt as if this wasn't the best idea. He had the weight of the world resting on his shoulders; she didn't need to burden him with anything else. Especially the knowledge of a love he could never return.

"Never mind, it can wait._" _

Clark looked hesitant.

"_Go." _She insisted.

Chloe felt a strong gust of wind and once again she was alone.


	6. Chapter 6

Lana felt herself slowly coming to; her head was throbbing and her whole body ached. She could taste blood in her mouth and feel cold, hard floor underneath her. It felt like everything was spinning and she groaned; feeling as if she could pass out again.

She opened her eyes to see the room was dark and she was sprawled across the floor behind one of Lex's sofas. She looked down to see her right ankle twisted underneath her. She had no idea what had happened or how long she had been in this position.

The last thing she remembered was coming to the mansion to find Lex. She remembered running into the study during some sort of confrontation between him and Clark, but the rest was gone.

She vaguely recalled Clark telling her to _stop_.

She tried to pull herself up but paused as she heard voices nearby.

They were in the middle of a heated discussion; one voice she didn't recognize, the other she knew immediately.

_"Lex?"_

It sounded like him, but different somehow.

Lana tried to call out for help but she was hoarse and could only manage a raspy squeak.

"If what you tell me is true, then I will need time to find those who have escaped the Phantom Zone. I will lay low until peace has been restored and then and strike swiftly."

"But Master this Earth grants you powers to crush them _now!" _

_"Silence! _"

For a moment Lana thought she has misheard.

These words seemed like nonsense to her.

Or maybe she was dreaming.

She began to pull herself across the floor slowly to peer around the corner of the sofa.

There she saw Lex talking to Fine across the room.

There was something about the way he stood, his presence.

It was unsettling.

Lex had always had a powerful, confident demeanor, but now he had a look about him that she could only deem as _possessed._

"I do not wish to defeat these humans because you made it _easy_ for me. I thrive on a challenge—"

"But you will lose the leverage you have gained—"

"I do not need _leverage_ to win any battle."

Fine took a step backwards; he looked intimidated to be in Lex's presence.

Lex started to pace back and forth as the other man quickly stepped out of his way.

Then he spoke again.

"I could easily kill them all now, but I need time to find those who escaped. They were trusted supporters and will be very useful to me in conquering this planet. I will need them to help establish this place as our own, to enslave these _humans._" He paused and sneered as he said the word.

"I am powerful, yes. But so will the others be. I can not have them as rivals for power; I must be assured of their loyalty. I will wait and rally them to join me as their leader once again. Only then can I strike."

"But Master—"

Lex looked displeased and grabbed Fine by his collar, lifting him high off the ground.

She could not believe her eyes. Since when could Lex lift a grown man like he was a toy?

"N_ever_ talk back to me again. You do not want to fall from my grace."

Lana was dumfounded. None of this was making any sense.

This was not the Lex she knew.

The Lex she knew would not terrify her with his cold, emotionless eyes and his psychotic like behavior.

He would never speak about _enslaving_ or_ killing_ innocent people.

He would never speak about _taking over the world_, in a literal sense.

He would never use the word _human_ in a detached way, as if he wasn't one himself.

Lex threw Fine down on the ground and stalked off towards the rows of stained glass windows lining the wall behind the desk.

"Do it now. Restore these humans technology." He called over his shoulder as he stared out a shattered pane.

Finw got up off the floor and hobbled over to Lex's desk, pulling his laptop towards him. A long, black knife-like object shot out through his fingertip and he stuck it into the machine. There was a burst a bright green light and the laptop started to shake.

Suddenly the few lights above that hadn't been shattered blinked on and off. She heard the faint hum of electronics as they switched on.

"There. It is done."

"Good. I do not need your assistance any further. I do not want to see your face again."

The other man nodded and began to melt into a shiny black liquid that spilled onto the ground and evaporated.

Lana slapped her hand over her mouth, feeling herself gasp.

Lex's head snapped around in her direction. He looked on full alert; his eyes began to dart back and forth, scanning the room as he made his way towards her.

Lana recoiled in fear and peered under the couch, watching as his feet inched closer.

He came to a halt a few strides short of the couch.

She began to tremble with the thought of being discovered.

He paused for a moment and then retreated back towards the long rows of stain glass windows.

Lana peered around the corner again, watching as Lex stared out into the night sky and spoke to himself.

"And somewhere _you_ must be out there as well Kal El. Free like the others. I will find you, and you _will_ join me."

He let loose a sinister laugh and leaned back on his heels slightly; the next second he shot through the air like a bullet; slamming through the remaining glass and fading into the horizon.

Lana opened her mouth to scream, but nothing came out.


	7. Chapter 7

"And _that's_ the short version of the story. Clark can elaborate for you later."

Chloe whispered to Martha as she glanced over her shoulder and saw Lois heading their way.

"Hey Chlo—here ya go—this should make your head feel better." Lois said, handing her a bottle of pills and a glass of water.

Chloe reluctantly grabbed the bottle and water. She hadn't told Lois she had already been given pain medicine at the hospital; she didn't want to let on how serious her injury had been. The last thing she needed was for Lois to start asking a bunch of questions she couldn't answer truthfully.

"Thanks Lois." She smiled and peered down to read the label in the candlelight.

"Wait—this isn't aspirin—this is _ginko_ biloba?

"Ooops." Lois said, snatching the bottle from her hand. "Hey it's dark in here and my flashlight gave out."

As soon as the words escaped her lips the overhead lights snapped on, flooding the room with light.

Martha shot Chloe a look and Chloe shrugged her shoulders. She had no idea why the power had come back on; from what Clark had told her it seemed as if Fine had every intention of keeping the planet in the dark.

The vcr began to blink 12:00 and the other electronics in the room switched on as if nothing had happened.

"Wow, _finally_ the electric company stopped sitting on their butts and actually fixed the problem." Sniped Lois as she squinted to adjust to the light. "They're still going to hear from me about my computer though."

Suddenly there was a buzzing sound and Martha reached into her pocket and pulled out her cell phone.

Chloe smiled with relief that the cell services had started working again; she felt lost without the use of her phone.

"It's the Mayor." Martha said with surprise. "I'll be right back girls; I'm going to have to take this."

She lifted the phone to her ear and walked into the kitchen.

Chloe sat down on the sofa and Lois plopped herself down next to her.

"So Chloe, what _really_ happened to your head?"

"Wait—what?"

"Your head. I mean come on Chlo—I didn't want to say anything in front of Mrs. Kent—but I knew you couldn't have done all that damage by bumping into a desk?"

Lois reached up and brushed the hair away from her forehead, revealing cuts and a giant bruise.

"Well, it was a big desk." She said, brushing away Lois' hand.

Lois shot her a dubious look and shook her head.

"Come on Chloe, what happened?"

Chloe sighed. She didn't see any way of getting out of this, once Lois thought you were being less tham honest with her and she would never let go. Besides, the truth necessarily wouldn't reveal anything important as long as she kept certain details to herself.

"Well it happened during the black out. I was leaving The Planet—the streets were dark and people were looting—and I got mugged and—"

"Chloe!"

"I'm sorry I lied. I guess I just didn't want to worry you."

"That's okay; I _guess_ I can forgive you."

Lois smiled and put an arm around Chloe's shoulders.

Chloe smiled back and Lois shot her a curious look.

"So wait a minute, then this black out wasn't just a Smallville thing?"

"Um, no. I would say it was considerably bigger."

Just _how_ big she didn't feel the need to explain.

Lois looked surprised.

"You hear anything about what caused it?"

Chloe averted her eyes and began to fidget with the sleeves of her coat.

"No, but I figure it was something like a motherboard overloading, or short circuiting. Remember the time the whole East Coast lost power?"

Lois nodded.

"Yeah like that."

This seemed to appease her.

"I see. Well at least you are okay and that's all that matters. I'm proud of you; you must have given those muggers hell." She smiled proudly.

"Well I tried, but didn't get the chance. One of them kicked me and I fell and lost consciousness."

"Well then how—"

"The last thing I remember was hearing a voice coming to help me. When I came to I was in the hospital. This guy named Ben had saved me. He sat with me for hours, making sure I was alright when they thought I had a concussion. Besides—it was pretty amazing, the way he fought off two guys twice his size at once while no one else gave me a second look. If it wasn't for him—"

Lois pulled back from her and leaned into the couch, giving her a strange look.

"You seem pretty impressed with this Ben character?'

Chloe laughed nervously.

"Well he did save my—"

"No. I mean when you talk about him you get this _look."_

"A _look?_

"Yeah-all misty eyed." She smirked and gently poked her on the arm. "So is he cute?'

Chloe could feel herself start to blush and she looked the other way.

"He was not _unattractive."_

"Uh oh." Said Lois teasingly.

"What?"

"You like him, don't you?"

"What?"

"This Ben guy. You like him."

Lois gave her a smug smile and crossed her arms.

Chloe rolled her eyes; sometimes Lois could be incorrigible.

"I am _grateful _that he saved my _life-_and I am a fan of his work-he writes for The Planet. That's _all." _

"Oh please—"

"But I will admit it's nice to have a little male attention once in a while. Even if it's only because he is peeling you off the pavement.""

Lois snorted.

"Hmm, he works at The Planet, eh? Well if _you're _not interested, do you mind if I drop by and get his number then?"

Chloe gave her a look and Lois beamed.

"Ha! I told you! You _like_ him!"

"Shut up."

Chloe reached behind her and grabbed a pillow, turning to hit Lois swiftly in the head. She broke out into a fit of giggles and Lois grabbed one of her own and hit Chloe gently on the leg. The two burst out laughing and fell back into the couch, arm in arm.

"So-"Lois continued after a few minutes of silence. "What about Clark?"

Her voice was now soft and she sounded uncertain.

"What about Clark?"

"Well—have you finally stopped being _madly_ in love with him then?"

Chloe flinched at the words, and she felt her mood sink a little.

"I'll _always_ love Clark—that will never change."

Lois wrapped her arm around her shoulder and Chloe turned her head to see her usual smirk was gone and she looked serious.

"Listen Chloe, I would _never_ tell you to give up on Clark because I know how much you care for him. But I would be lying if I didn't tell you that you are selling yourself short if you don't _at least_ explore other options. It's not fair to yourself to sit around and wait for him—I mean, you deserve some happiness too Chloe."

Chloe felt tears in her eyes as she heard Lois speak. No matter how she wanted to ignore her, she was right. For years she had waited for Clark to grow into the kind of man who could love a girl like her. She had waited endlessly for him to give up on Lana Lang and see what was right in front of his eyes. But no matter what happened it seemed as if Clark would never see her as anything other than a friend.

The blackout made her want to tell Clark how she felt. But the more time she had to think about it, the worse the idea sounded. Their friendship was stronger than ever, and maybe it was best to not complicate things; to not bring up a subject that would make both parties uncomfortable, as she was sure he would not return her feelings.

Maybe—after all these years—it was better to move on. Lois had a point, she deserved happiness too.

"But this could all be a moot point Lois—I mean Ben could have a girl friend, or even be _married_."

"But if he isn't?"

"Well, he might not even like me anyways!"

"But if he does?"

"I dunno Lois. I have given so much of my heart to Clark, I just don't know if there is anything left to give to someone else."

Lois frowned sadly and leaned her head upon Chloe's shoulder, whispering in her ear.

"Well whatever you choose to do, make sure to do what makes you truly happy."

Chloe close her eyes and let her words sink in; determined to finally find some happiness of her own.


	8. Chapter 8

As Clark zoomed over to the mansion he caught the flicker of street lights as one by one they switched on. He was coming up fast upon the mansion and he could see that its power had been restored as well.

On arrival he whooshed down the hallway to the study, crashing through the doors with a bang.

The room was ransacked; glass and books were scattered everywhere. Papers were blowing across the floor as a strong wind blew in from the broken windows.

There he saw Lana, she was alone and limping painfully towards Lex's desk.

She had a large bruise on her face and she looked very pale.

"Lana!" He cried, rushing over to her. "Are you alright?"

She nodded absently and threw open the top drawer of the desk, shuffling through its contents.

"I'm fine, except for my ankle. Thanks for disappearing on me." She snapped her voice raspy.

"Lana, I'm sorry—"

"Save it."

She continued to pull out another drawer frantically searching for something.

"Do you know where Lex went?" Clark asked.

Lana ignored him and kept rummaging through the drawer.

She smiled triumphantly as she pulled out a metal box and placed it on top of the desk.

"I knew it was in here."

Clark watched as she opened the lid and produced a black pistol.

"A _gun_? Lana what are you doing?"

"Lex told me keeps one in his desk for emergencies. _This_ definitely qualifies."

Clark watched as she examined the gun with curiosity.

"Lana—" He began.

"I'm going to find Lex and I need it for protection."

"You're going to _shoot_ him?" Clark asked incredulously.

"No. Not unless I have to."

She took out a small box that contained the bullet cartridges and began to load the gun, her hand trembling slightly.

"You don't understand Clark." She continued. "Something has happened to him—the ship _changed_ him. I saw him lift a man like a rag doll. I heard him talk about killing people, about taking over the world. Clark, I saw him _fly._"

She looked up at him, her eyes filling with tears.

"The way he was acting, it was as if—he wasn't human anymore. And I don't know _what_ he will do, so I need this to keep me safe. Now are you going to help me help Lex, or are you going to stand in my way? Or maybe you'll just disappear again?"

Clark shifted uncomfortably as he watched her lock the bullet chamber with a snap. She was desperate and agitated at the same time, a dangerous combination. He knew she could not do anything to help, and that bullets would not protect her now.

"Of course I will help but—"He watched as the gun dangled from her hand.

"Good." Lana smiled and turned to limp in the opposite direction.

"I have no clue where he went, but I heard him say something about Kal El? He said he was going to find him." She said over her shoulder as she bent down to grab her purse from behind the couch.

Clark's ears perked up; so Zod knew he had escaped the Phantom Zone. It would only be a matter of time before he came looking for him.

"I have something to ask you though, and I need you to be honest with me." She continued as she hobbled back to him. "What was going on between you and Lex—when I interrupted and you told me to stop?"

"Nothing Lana, we were just talking." Clark lied.

He saw her eyes narrow slightly and her nose scrunch the way they did when she didn't believe him.

" Clark. If you know _anything_ about what's going on—anything that can help Lex—you need to tell me now. This is too important. Lex's life could be on the line. We have no idea what that ship did to him."

He hated lying to her again but he felt he had no choice. He made this mess and he needed to clean it up himself. There was nothing Lana could do, even if he did tell her the whole story.

Clark watched as she crossed her arms impatiently, still clutching the gun in her right hand.

"Maybe you should put the gun away. It can't be safe to carry it around like that—"He said warily.

"Typical." She snarled, throwing her hands up in the air. " Clark Kent dodges a question so it's obvious he knows more than he's letting on. What an idiot I must be for actually thinking that in a time of crisis that you would be honest with me."

"Lana—"

"Or maybe this has nothing to do with being honest at all? Maybe you just don't _want_ to help Lex."

"What?" he said in confusion. "Lana I came here to find Lex, to help him."

"I think I get it now." She said. Her eyes were blazing and she flung her arms around dramatically. "You can't get over the fact that I am with him now, can you? I bet you're secretly overjoyed that Lex's gone psycho, so now I'll come running back to you. Patting yourself on the back because you warned me all along to stay away from him?"

"Lana you need to calm down. You're not making any sense—"

"_I'm _not making sense? Well Clark _nothing_ has been making sense lately!"

She gestured her arms wildly and Clark saw the gun slip from her fingers.

Lana looked down and watched in horror as the gun slammed into the ground and discharged.

Before he could even think of moving, Clark felt the bullet rip through his shirt and bounce off his chest.

Lana let out a blood curdling scream and stumbled over to him.

" Clark! Oh my god what have I done!"

She reached out to pull back his jacket to where the bullet had torn his shirt. She ran her hand over the hole lightly, mystified.

"Wait—I don't understand—I _shot_ you. I saw the bullet hit you. But—but there's nothing. No wound, no blood—"

She looked up at him, astounded.

Clark ran his hand over his shirt and felt the rip across his chest. He sighed with resignation; he had no choice anymore, he _had_ to tell Lana the truth.

He only hoped she would understand.

"Lana, I –"

"What _are_ you?" She sneered suddenly, taking a few backwards. "Are—are you a _meteor freak_?"

She looked at him now with contempt.

Clark felt the hope of her understanding slip away. Deep down he always feared she could react this way; in the past she had shown a lack of empathy towards the meteorite infected and others that were special.

"No Lana the meteors didn't make me this way." He said advancing towards her.

"Get away from me!" She yelled, moving so that the desk was in between them. "Ok so you're not a meteor freak. So how do I know you're not _one of them_? Like the ones who took Lex?"

"Lana, you know me better than that. I would never hurt Lex—" Clark pleaded.

"Oh I know you _well _do I? I obviously didn't know you well enough to know _this_."

"If you would just sit down for a minute and let me explain."

"Yeah Clark, I will. You _owe_ me the truth."

She pulled the desk chair out and sat down, staring at him expectantly.

Clark felt nauseous. He had rehearsed this scenario so many times in his head, preparing for the day when he had the courage to tell her. Preparing for the day when he could be completely open and honest with her. That day had come finally, but it was not at all how he wanted it to be.

It was a disaster.

But he still had a fleeting optimism that after he told her _everything_, she would understand.

Or at the very least, stop looking at him as if he was evil.

Clark started to pace back and forth, eyes cast downwards, as he formulated what he was to say.

"Lana—"

"Look me in the _eyes_ Clark." She snapped.

Clark stopped and looked up at her.

He couldn't back down now.

"Believe me Lana, this is _not_ how I wanted you to find out, you have to believe me."

He paused as he heard Lana scoff.

"I wasn't affected by the meteor rocks. I was born this way. In fact—I was born a _long_ way away from Smallville."

He took a breath and felt his stomach drop.

_"This was so much easier with Chloe." _

"In fact, the day of the meteor shower was the day I came to Smallville. Or rather—the day I was _sent_ here. "

Lana said nothing and looked at him, unmoved.

"I came to Smallville—in the meteor shower—in an, um, spaceship."

"What?"

"Yes. I know this sounds out there, but stay with me, okay? My parents sent me to Earth to escape our planet that was being destroyed, called Krypton. I crashed down in Smallville in my spaceship along with the meteor rocks—which are remnants of Krypton. As I grew older I found that Earth's sun gave me many types of powers--"

"Like the power of not having a scratch after being shot point blank?"

"Among others."

Lana looked at him with wonder and fear.

"Okay. Go on."

"Professor Fine—who is a Kryptonian artificial intelligence—tricked me into releasing a rebel Kryptonian named Zod from a place of imprisonment called the Phantom Zone."

A look of recognition flashed in her eyes.

"Yes, I heard him mention that Phantom place. And Professor Fine, he must have been the other man Lex was speaking too? The one Lex told to restore the power?"

"Yes. Well Professor Fine was the one who took Lex—to prepare him."

"Prepare him for what?'

"To be the human vessel for Zod, so he can conquer Earth and recreate Krypton here, with him as ruler."

"So that's why he was talking about humans in that way, because he isn't one—"

"Yes. And Lana you have to believe that I regret that I never told you about all of this. I never thought I could."

Lana sat for a moment, appearing deep in thought, a smile playing upon her lips.

"So basically," She began. "What you've told me is that _you_ have been the reason behind every bad thing to happen to this town? First my parents—who _died_ because of you—and then all of the meteor freaks, and now Lex and possibly the fate of the human race?"

She glared back at him.

"And that all this time we were together—even _together_ together—you weren't even _human?" _

"Lana—"

"No. You know what, _no._ I don't want to hear anything you have to say. You have lied to me for so long, about everything you are that I don't even know you at all. You _disgust_ me."

She stood up and made her way towards the door.

"But Lana, _this_ is exactly the reason why I never thought I could tell you. I thought you wouldn't accept me, or hate me."

"Well we will never know how I _would_ have reacted had you been honest with me from the beginning, would we? Because you never gave me the chance." She stopped and turned before she walked out the door. "But I know one thing for sure—I hate you now."

Clark watched as the disappeared behind the corner, devastated to realize that his worst fears for her reaction had just come true. But didn't have time to sit and pity himself.

Somewhere Zod was on the loose, and he had no idea where he was or what he could be up to.

He needed help and immediately knew the only one he could turn to.

It was his only hope.

**PS. Dont asky why some chaps are bold..I copied this from my lj and for whatever reason some chaprs refused to be anything but bold..lol...no matter how I tried**


	9. Chapter 9

The frigid air whipped violently around Clark; the brilliantly glowing crystals illuminated his footsteps in the snow behind him as he walked further into his fortress. Jor El was the only one he could go to for help; he had dealt with Zod before and knew what he was capable of. Clark hoped he would be able to provide any information on how he could be stopped.

"I need your help." He yelled above the drone of the wind. "I know you can hear me—Zod has been released and I need to know how to stop him."

His eyes searched the ceiling of the icy palace as he waited for a response; whenever Jor El's spirit was present he could feel a shift in the energy of the room. He grew increasingly agitated as he heard and felt nothing.

"Jor El—You have to help me." He pleaded, unwilling to be ignored.

Suddenly he heard a deep voice echo throughout the chamber.

"Zod cannot be released. His body was damaged beyond repair when I banished him to the Phantom Zone."

"No—you don't understand." Clark began, his words spewing forth in a frenzied rush. "I was tricked into releasing him and he is now using Lex's body as his human vessel. He threw me into the Phantom Zone—but I was able to escape through some sort of explosion—as well as a handful of other prisoners. And now he is on the loose and I cannot let him do to Earth what he did to Krypton—I can not let him destroy my home."

"That is a problem indeed."

Clark stood there, exasperated; furious that that was his only reply. He already knew it was a problem, he needed help and he needed it right away.

"Yes—can you do _anything_ to help me?"

"Every prisoner I sentenced to the Phantom Zone was fitted with a special shackle." Jor El replied. " It is a device that would enable their return to the Phantom Zone had they been set free—as the Zone itself was designed to naturally regenerate itself should something or someone try to destroy it."

"I don't understand."

"Those who have been set free will be returned to the Zone when it begins to restore itself —"

"But what about Zod? You said he possessed no physical body when you imprisoned him?"

Suddenly there was a great squall of wind, churning up a flurry of white show inside the fortress, obscuring the interior and entombing Clark in a white haze. He stood for a moment, his eyes cutting through the disruption to witness a series of jagged crystals separate slowly. A metallic object that resembled one large handcuff appeared and floated out directly towards him.

"I am afraid the only way you will be able to defeat Zod" He continued, his voice solemn "—as now your sun will bestow upon him the same powers you now possess—will be to place the shackle on his new physical body—he will then be re-imprisoned along with the others."

Clark held out his hand and felt the smooth, cool surface of the shackle touch his skin; the Kryptonian etchings along the exterior began to glow as he wrapped his fingers around it tightly.

"But I can't" He stammered as he realized what Jor El was asking him to do. "But Zod is _in_ Lex's body—"

"I have given you an answer to your question—if you choose to love and protect these humans as you do—then you must be able to make these decisions."

"You _cannot_ expect me to send Lex—an innocent man—into the Phantom Zone? There must be some way to separate them—"

"Kal El if you wish to separate them it must be of your own doing. I can offer no more help on the matter. You must choose—the lives of millions over one."

"I can not make that decision."

"But you must."

And with that, Clark could feel Jor El's presence dissipate.

**Ok I hope ya'll enjoyed this small update…I believe I read about a PZ shackle on Supermanica or Wikipedia so this isn't me pulling stuff from where the sun don't shine….lol…anyways..more soon!**


	10. Chapter 10

The wind was kicking up around him, blowing dust into his eyes but it did not sting. He had never been able to see with such clarity ever before. It was as if every minute detail in this strange new place was crystal clear.

He felt a giant surge of power flush through his new body and he caught a glimpse of his reflection in a dirty storefront window. He ran his hand over his smooth head and admired his lean physique, clad in a richly colored suit. He felt the fabric brush against his skin; it was smooth and he reveled in the sensation as it had been ages since he had been able to feel anything at all.

This body was now his, a replacement for the one that had been taken from him, and he planned on using it well.

"_You will find that here—on Earth you will possess many powers—you will be virtually unstoppable."_ Fine had told him.

Fine was right; he found himself able to lift the heaviest objects with ease and move with swiftness that he could never have imagined.

He was still adjusting to the sensations of his newly acquired talents as he prowled the dark and dingy alleyway.

He surveyed the vacant corridor and felt his ears begin to buzz; suddenly he could hear a murmur of voices coming out of thin air.

"_He is in our presence." _One of the voices said.

He darted his eyes back and forth; his head began to throb and suddenly the objects around him started to fade away. In front of him he could see three skeletal figures moving out of the shadows.

He closed his eyes and shook his head hard, throwing his hands up to his eyes and rubbing them as they burned.

When he re opened them his vision was back to normal and there were three individuals standing in front of him.

One was a large black male and he said nothing as he bowed his head in reverence. Standing across from him was a woman with cropped, jet black hair and she too bowed her head. Behind them was a young girl with dark curly hair; she looked frightened and stood staring at him with unease. The other woman sensed this and threw a rough elbow into her, forcing her to avert her eyes.

"Zod." The dominant woman began as she advanced towards him. "I could sense your presence—" She paused as she caught sight of him. "Who?"

She looked startled and stopped in her tracks.

"Its is me." He said, his voice deep and commanding; the look of uncertainty faded and she started towards him again.

"I see you have been able to acquire a new body--"She purred as she slinked up to him and ran a finger down the front of his shirt. He grabbed her hand and yanked her closer; she smiled wickedly and he crashed his lips down upon hers.

They seemed to devour each other for a few minutes before he pulled away, his gray eyes gleaming.

"Ursa—it has been far too long." He growled, licking his lips slowly.

She smirked in return and slid her hands down his arms, admiring him.

"I have heard there are others who have been freed—is this all?" He said, pointing at the two lingering in the edge of the shadows.

"There are more but they have all scattered about. We—" She gestured to the large man

behind her. "Found the young one a few hours ago, but the others are loose and will need to be corralled as it seems they have become aware of their powers— I am afraid they are causing quite the mayhem."

"Perfect—" He sneered. "But we need to remind them that they answer to _me_—before they get any ideas. This Earth is _mine_."

Ursa stepped back and motioned for the others to come forward.

"What do you want us to do?" She asked.

"First we find the others—then Kal El."

Zod crouched slightly and in one rapid motion he propelled himself skyward; the three others watched as he disappeared before them. Then each one shot off one by one behind him into the night sky.

**Alrighty--once again thx to Wikipedia!**


	11. Chapter 11

The barn was quiet and still in the early morning as Martha climbed the steps up to the loft. As she rounded the corner she spied Clark's sleeping figure sprawled face down across the couch, high lighted by the bright sunlight streaming in through the window. She walked over to him, the floor boards creaking underneath her feet, and bent down to run her hand over his head.

"Clark." She whispered.

His eyelids fluttered and he let out a soft murmur.

"Clark honey—" She repeated, shaking his shoulder with a firm hand.

Slowly he opened his eyes and lifted his head; his black hair was disheveled and for a moment he seemed disoriented. Looking up he saw Martha smiling down at him and he rolled over.

"Mmm," He said in between yawns. "What time is it?"

"It's about nine—I'm about to leave for Metropolis and I just wanted to make sure you were alright." There was a motherly look of concern in her eyes and she knelt down beside him.

Clark gave her a wary look and pulled himself upright.

"Why are you going to Metropolis?"

"Well after the black out I received a call from the mayor—"

"Of Smallville?"

"No of Metropolis. He's wanted to do something to help people affected by the riots and he recruited me and other state officials to help organize a charity benefit."

"That's great."

"Yeah, it's all been thrown together a little quickly, but we are hoping to raise a lot of funds for Metropolis Hospital Charities. And I'm going into the city today to work on a few last minute details."

"Wow. I had no idea you were even—I guess I'm a little out of the loop." He said, rubbing the sleep from his eyes.

"Ya know, I know you've been through a lot this past week but holing yourself up out here in the barn—distancing yourself from everyone who cares about you—won't do anything to help."

"I know." He replied sadly. "I just don't know what to do. I feel so helpless—just waiting around for the inevitable."

"I can't say that I understand what you're feeling— " She said sympathetically, placing a hand on his arm. "You've been through much more than I could ever comprehend, but punishing yourself is not the answer Clark. Not for something that is out of your control."

"You sound like Chloe." He said, looking wistfully out into the morning sky.

"Ya know she called the other day." Martha said as she stood back up. "She said she has been trying to get a hold of you since she went back to Metropolis—but you haven't returned her calls."

Clark's head turned back to her; he attempted to smile and she saw a look of shame in his eyes.

"Any reason why you are avoiding her?"

"I'm not—"

"Clark, before this mess started you were about to tell her you love her, and now you won't take her calls?"

"I—I still love her." He began. "I still want to tell her but—" He paused and Martha could see he was struggling with something. After all these years she had become pretty adept at sensing when Clark was holding something back from her. "I guess I have just become so preoccupied."

"With this Zod character?"

"Yeah—among other stuff." He sighed and laid his head on the back of the couch. "I don't know if it's fair to drag her even further into all of this."

"But Clark she already _is_ in the middle of everything, and is handling herself just fine."

"I guess you're right."

"Unless you want to lose her."

Clark's head snapped up and he looked worried. "Wait—what? No, of course not. What would make you say that?"

Martha reached into her purse and pulled out two slips of paper. "Here, I have two extra tickets to the benefit, one for you and one for a_ guest."_ She raised her eyebrows and put a strong emphasis on the word guest.

"So this is your not so subtle way of getting me to ask Chloe?" Clark smiled as he reached out to take them from her hand.

"Well all I am going to say is that a girl won't wait around forever—even if she _does _love you. So if you intend on telling her you should do it as soon as possible, Zod or no Zod."

Clark shot her a sideways glance. "Mom, is there something you're not telling me?"

She sighed and gave Clark a troubled look.

"Well the other day during a planning committee meeting I ran into a guy named Ben. He's a writer for The Planet—and well we got to talking and I found out that he knows Chloe."

"Yes." Clark said apprehensively. "He saved her the night of the riots."

"Well from the way he was talking about her it sounded as if he was, I dunno, _smitten_. And then there was—"

"What?"

"I overheard him talking to one his friends on the committee and he mentioned asking a _cute blonde reporter_ out on a date sometime. Now I could be jumping to conclusions but—"

Clark's brow furrowed and he stood up, shoving the tickets into his pocket.

"Thanks—I guess I've wasted too much time feeling sorry for myself and now I could lose the only thing good I have." He paused to give his mom a giant hug. "Except for you that is."

Matha wrapped her arms tightly around her boy and lingered for a few seconds; he was all she had left in the world and sometimes she wanted to hold on and never let go.

"Now I have to get going, Lois is waiting in the car." She said, reluctantly pulling back. "I'll see you later tonight." She gave him a peck on the cheek and turned to leave.

As Martha started down the wooden stairs she felt a gust of wind blow past her and knew Clark had gone to find the girl he loved.


	12. Chapter 12

"Reports are now coming into the station of yet _another_ disturbance—this time coming in from the warehouse district of downtown Metropolis. Details are sketchy at the moment but eyewitnesses have reported seeing a group of men _throwing automobiles_ through the windows of several buildings, as unbelievable as that sounds."

Chloe's head snapped up and she and looked at the rows of televisions mounted on the wall in front of her; the woman on screen in a deep red blazer with the words _Metropolis News 5_ gestured behind her to a row of bleak, gray buildings.

"Also the police department has not released any information on the status of those injured yesterday during the freak fire that broke out on a crowded city bus. Rough sketches of the persons believed to be responsible for the fire have been released but there have been no other developments. We here at channel five will keep you updated as soon as we receive more information—back to you in the studio."

Chloe shifted in her hard plastic seat as she mulled over the details of the newest reports. For the following week since the black out occurred the city had been inundated with reports of strange incidents; there had been sightings of people hovering in the air out over the docks as well as a report of a man stopping a taxi with his bear hands during rush hour.

Usually tales of the bizarre were strictly Smallville territory, but Chloe had a strong feeling that everything could be attributed to a certain group of new Kansas residents; ones that were making trouble with their newfound powers.

Still watching the TV screens, she pulled her cell phone out of her pocket and quickly dialed Clark's number, curious to see if he was aware of what had been going on.

"Come on—answer—" She grumbled to herself as it rang several times.

Ever since she returned back to Metropolis she had been unable to get a hold of him. The night of the black out, when he returned from the mansion unable to locate Lex, his whole demeanor seemed different. Chloe knew he was dealing with a lot but now there was a different sort of pain in his eyes. He insisted everything was fine but Chloe knew better; she tired to comfort him, to tell him that everything that had happened was not his fault, but he seemed unconvinced.

Knowing that he would open up to her when he was ready, she decided gave him his space.

Besides, The Daily Planet needed her.

The aftermath of the riots and looting left The Planet in disarray; windows were broken and graffiti decorated the walls, the offices were trashed and the papers' printing presses were severely damaged leaving them unable to get a post black out issue to the stands.

Kahn, being the tough competitor she was, insisted every Planet staffer would come in to get the paper up and running again—in no way was she to let any of the other Metropolis papers have a monopoly on one of the biggest news stories of the year.

And after a few days of long, tireless hours spent picking up the pieces, The Daily Planet was up and running again. There were still a few visible scars left as the maintenance department struggled to erase the crude messages sprayed upon the buildings' façade, but the presses were fixed and they were gearing up for their first issue since the crisis.

" Clark, I know you're there—" She said out loud as the phone transferred to voice mail. Even if she _was_ giving him time to deal with his own emotional rollercoaster, it didn't mean she enjoyed being ignored completely.

Suddenly she heard foot steps click upon the hard tile; looking down the hallway she saw a door with the name plate reading _ Mrs. Pauline Kahn, Editor in Chief_ open wide and a plump woman came scurrying down towards her.

"Miss Sullivan?" She sniffed. "Mrs. Kahn will see you now."

Chloe hung up her phone quickly; she stood up and smoothed the crinkles in her light blue skirt and walked towards the office, the plump lady leading the way.

As she stepped in through the door she saw Kahn's chair swivel around abruptly to face her. She had a phone pressed to her ear and she spoke sternly into the receiver.

"Yes we are going ahead with the Fields story—well if you _think _you have a better one you need to tell me _now._"

The door closed behind her and Chloe slipped silently into a chair across from her desk, listening to her raspy voice as she proceeded to argue with whoever was on the other line. Kahn squinted as she gave her a once over; a pencil was dangling out of the corner of her mouth and a pair of spectacles were pushed low on the bridge of her nose. Chloe noticed that she was sporting a few new patches of gray hair and the wrinkles around her eyes were more pronounced, as if the fallout from the past week had taken a hard toll on her.

"Sullivan," She barked as she slammed her phone down on the cradle. "I have a special assignment for you." She leaned back in her chair, taking the pencil from her mouth and tossing it on her desk among the mess.

"Word has gotten back to me that you had quite the nightmare during the black out along with another staffer of mine—" She pushed up her glasses and shifted through a stack of papers. "A Benjamin Leonard." She mumbled, reading the name out loud.

"Yes Mrs. Kahn, I—"

"And" She continued. "That you two were right in the thick of things—is that correct?"

"Yes we were—"

"You two are to team up. I want a story on my desk by Friday titled "_Ground Zero: Two Daily Planet Writer's Tale of Terror During Metropolis' Darkest Hour._" She gestured her hand through the air with flourish as if visualizing the headline in front of them. "Or maybe something shorter."

"Well isn't that—I dunno—a bit sensational?" Chloe said, immediately regretting her impulsive remark.

"Damnit." Kahn snapped, taking off her glasses and whipping them onto her desk. She shot her an icy stare and Chloe felt herself shrink back into her chair. "I have been running this paper since before you were in diapers so do _not_ question what I think makes a god story. The Inquisitor has been selling papers left and right since we've been down—so I want out comeback issue to _sell_. Sensational or not."

There was something fierce and blazing in her eyes and Chloe felt energized by her passion; Kahn just wanted the Daily Planet to get back to where it belonged—at the top.

Taking a chance, she decided to speak up about an article idea she had been contemplating.

"Well I was thinking." Chloe began cautiously. "If you _really_ want it to sell—"

Kahn looked interested and Chloe continued.

"So far none of the print media in Metropolis have been covering the strange events going on since the black out. I really think we could set ourselves apart by having an article or two—"

"Do you mean the drivel being reported on channel five? The stories about people walking on water and the like?"

"Yes—"

"Listen Sullivan, if you want to write for The Planet you cannot focus on tales of Bigfoot and other unsubstantiated nonsense—hard news is what we are going for. If that's not okay, I know of a job opening at the Tattler."

Chloe averted her gaze and shook her head solemnly.

"No Mrs. Kahn I understand, you'll have your story by Friday."

'Good—that's all."

Chloe stood up and left Kahn's office; she crossed her arms and grumbled to herself as she entered the elevator and pressed the basement level.

"They are not _unsubstantiated_. There have been several eyewitnesses—"

"Problem?"

She heard a voice behind her which made her jump; she turned around to see Ben leaning up against the wall looking back at her.

"Oh—I thought I was alone—"

"Nope."

He flashed a teasing smile and Chloe felt herself grow warm.

"Didn't anyone ever tell you it's not nice to sneak up on people like that?"

"Didn't anyone ever tell you to make sure you are actually _alone_ before you start accusing people of sneaking up on you?"

He laughed as Chloe failed to make a comeback. "So—what has you all up in arms?"

"I just had a meeting with Kahn—"

"Oh." He smiled knowingly as the elevator door dinged open, trailing behind her as they walked out into the basement lobby. "She has that effect on people, but I guess you need a tough exterior like that to make it in this business."

"I suppose. But I don't see the point in dismissing possible news stories out of hand—claiming they are too tabloid—"

"Aaah you do mean all those crazy stories about superhuman troublemakers?" He quipped, stepping ahead to open the office door for her. "The stuff that has been all over channel five the past few days?"

"Yeah." Chloe said, walking through the door and towards her desk. "She would make me think I was proposing a story about the Loch Ness Monster or something—but there have been people who have _witnessed_ these things and have taken the time to fill out police reports. Yet no publication is covering them." She sighed and flopped down in her chair, resting her chin in her hand and looking up at Ben as he sat on the corner of her desk. "You probably agree with her don't you?"

"Actually, no I don't." He replied, looking slightly affronted. "Even though channel five has a tendency to report the questionable—I think these events are quite interesting and extremely news worthy."

"Really?"

He nodded his head and Chloe grinned.

"I'm glad to see I'm not the only one working here who has an eye for _tabloid fluff_"

"Well hey, some of the most interesting stories started out that way—completely unbelievable. Like that crazy nonsense about the Earth being round—and it's revolving around the sun. _Madness_ I say."

They both burst out into laughter and several people standing nearby shot them curious glances.

"I actually was about to bring a similar story idea up to her when she insisted I start work on another story—with you." He continued.

"So I see she got to you first."

"Yep, and since she wants it by Friday we've got two days to flesh it all out." His eyes began to twinkle and he leaned over slightly. "I was thinking maybe we could get together after work tonight—grab some dinner and discuss what we are going to write."

"Oh—I—" Chloe stuttered as she looked back up into his eyes. He was staring at her in such a way that it gave her butterflies in her stomach, something no guy had been able to do but Clark. She wasn't sure if she was ready to try to move on but she heard Lois' words echo in her mind.

_"You deserve some happiness too."_

"It's not a date—if that's what you're worried about." He said quickly, noticing the uneasiness in her eyes.

Chloe felt her heart drop a little and she forced a tight smile. "Oh, of course—I mean I didn't think that—"

"Because I don't like mixing business with pleasure, as cheesy as it sounds." He continued. "That's why I want to ask you out on a date where we don't have to discuss work at all."

He gave her a wide, confident smile and Chloe blinked back in surprise.

"That is of course, if you aren't seeing anyone. I mean you never clarified if that Clark guy was your boy friend or not."

"Oh he's just my friend." She blurted out a little too fast.

"I see. So well if you're available—"

Chloe smiled back nervously; the question was hanging heavy in the air and he looked back at her awaiting a response. It was now or never; this was her chance to move on, to find some happiness of her own. Before she could over think it she felt her mouth start to move.

"I'd love to go out with you sometime."

"Great, I was actually going to ask if you would be my date for the Mayor's benefit." He reached into his pocket and pulled out his wallet; he opened it and produced two tickets.

"Mayor's benefit?" Chloe asked, confused. Usually she knew everything that was going on in the city, but as her mind was lately preoccupied with worrying about Clark and the happenings of Zod and his cronies that she must have missed the news.

"Yeah." He said, handing her a ticket. "The Mayor is throwing a benefit to raise money for Metropolis Hospital Charities to help those injured in the riots. I volunteered for the planning committee—I'm pretty close friends with this guy in the Mayor's office—and I received two tickets. I know it's not exactly the most _romantic_ first date but—"

"No. It sounds wonderful." Chloe replied smiling earnestly up at him; she was starting to feel better about her decision after all. Ben was a genuinely nice guy, whom she had a lot in common with; a guy who _didn't_ take years to make a move on her.

"Great, well now that that's settled—are we still on for dinner tonight?"

He smiled mischievously and Chloe had a feeling that if she accepted, dinner would somehow turn out to be more date than actual work.

Before she could reply she saw his eyes flicker towards the door.

"Wait—isn't that?"

Chloe looked over and saw a familiar red jacket weaving through the busy office.


	13. Chapter 13

Clark saw the top of Chloe's head bobbing in the distance; he caught a glimpse of her blonde hair as he pushed through the crowded entrance way. As the sea of people obscuring his view slowly parted he noticed that she was staring in his direction along with Ben, who was looming over her desk in a cozy manner.

"Clark? What are you doing here?"

"I came to see how you've been." He said sheepishly as he walked up to join them.

Chloe looked doubtful and made no reply.

"That's odd. I didn't think you cared—since you've been ignoring my calls all week."

Clark laughed uncomfortably and he saw Ben turn to face him.

"So, Clark Kent we meet again." He stuck out his hand and Clark hesitantly returned the gesture. The two quickly pulled apart and an awkward silence followed. He noticed Chloe's eyes darting between the two of them; she had a strange smile frozen on her face and he shoulders were tensed.

"Did I interrupt something?" Clark asked. His mother's words flooded his mind and he started to worry that he was too late, that Ben had beaten him to the punch.

"No." Chloe replied swiftly. "We were just discussing an article we have to write together."

"Oh." Clark said, slightly relieved.

"Yeah, it's going to be a real page turner." Ben began, throwing Clark a self-assured grin. "Kahn wants us to write an article about the black out from the perspective of being caught up in the turmoil as we were—although Chloe here would rather write an expose about how the Earth is round—but she's _crazy._"

Ben leaned over across the desk towards Chloe, giving her a nod and the two chuckled softly. Clark could feel a stinging pain in his gut; annoyed that the two of them seemed to be sharing a private joke.

Chloe noticed the unhappiness in his eyes and spoke up immediately.

"What Ben _means_ is that I suggested a story about the weird occurrences in Metropolis since the black out, but she dismissed it as tabloid fodder." Chloe motioned towards a large TV monitor mounted on the wall in the far corner of the room. Clark turned to see a young woman onscreen standing in front of a row of buildings.

Cocking his head slightly, Clark focused his hearing; soon the sounds all around him faded away and he heard the woman's voice crystal clear.

"The Metropolis PD has finally released the descriptions of the suspects allegedly responsible for this morning's acts of vandalism at several Luthor Corp storage facilities"

The picture changed to a series of sketches that alternately flashed across the screen. The first sketch was of a black male, the second one was a particularly ugly woman and the last drawing struck Clark as oddly familiar. Suddenly the large round eyes staring back at him, framed by a mess of curls set off a spark of recognition.

"Now bear in mind," The ladies voice rang out as the camera panned back to her. "That these are just rough sketches. Now earlier reports said the suspects were spotted throwing _automobiles_ through the windows of several warehouses, but apparently now the police can neither confirm nor deny this. As soon as we gain access to the police reports or receive further information we will update you on this bizarre story."

Clark turned his head to face the two of them; Chloe was flipping through a yellow file her desk and Ben glanced up at the TV.

"I wonder what their reporting now." He mused.

"They've released the sketches of the suspects from this morning's incident—"

"Wow—you must have some amazing hearing." Ben replied, looking impressed. "I don't know how anyone could have caught that from all the way over here—over all this noise."

Chloe looked up anxiously and Clark proceeded to laugh it off.

"Nah, I just _assumed_ that's what they were saying since the sketches were shown on screen."

"Oh. I must have missed that." He mumbled, shooting Clark and odd look. "Well I guess I should get going—get back to the grind. It was nice seeing you again Clark."

Once again the two shook hands and this time Clark shook back with enthusiasm, glad Ben was finally leaving.

"Chloe, I will see you tonight then?"

Clark's hands dropped to his sides as he saw Ben swivel back towards her, flashing an eager smile.

"Yeah—um." She stuttered nervously. "I'll get back to you on that."

"Alright, I'll stop back later. See ya around Clark." Ben waved and headed towards the door. Clark watched him go and swore he caught him sneaking a glance back at them.

"Chloe, the last one of the sketches on the news—I recognize her. It's the girl I talked to while I was in the Phantom Zone."

A man brushed past them and gave them a queer look as he caught the end of his sentence.

Clark lowered his voice and continued. "I had no idea any of this was going on, that they had been causing trouble like this—I mean I feared that they would but—"

"Well you _would_ have known if you had answered any of my calls."

"About that—"

"I know I said I would give you space to deal with everything," Chloe said, standing up with a few papers in her hand and storming off towards the copy room. "But I guess I just thought that after everything we have been through you would _want_ to confide in me. Oh and the fact that _space_ doesn't mean avoiding me like the plague."

"Chloe, I'm sorry." He pleaded, catching up to her. "I've been stupid."

"Whoa—ok now _that's_ a first." She laughed as she walked through the door. Clark was right behind her as it shut, leaving them cut off from the noisy news room. She lifted the lid to the copier and placed a sheet facedown.

Clark propped his elbow upon the wall, leaning into it and staring back at her as she fiddled with the copier's settings. She looked so pretty, clad in a light blue suit that hugged her curves perfectly, that he had a hard time getting his brain to work. He hadn't realized just how much he missed seeing her, being around her, that he mentally kicked himself for wallowing in his own gloom and avoiding her the past week. No matter what Zod was planning, it was out of his hands and no cause to hurt the person he cared about more than anything.

Besides his mother was right. Chloe could handle whatever was thrown her way; they had been through so much already and Clark knew there was no one else he wanted by his side, no matter what the outcome.

Looking back at her he suddenly felt a surge of confidence. He had waited around too long and had almost lost her; once to the dangerous mob, and if he waited around even longer, maybe Ben. Even if this wasn't his ideal situation to profess his love, he knew he couldn't wait any longer.

"Chloe, I—"

"So are you going to tell me the reason why you've been MIA?" She spat out abruptly, pulling a thick stack of freshly copied papers from the slot.

Clark sighed in frustration as once again he was cut off at the pass.

"Well, besides me being stupid?"

"Yeah," Chloe laughed heartily and he felt her chilly attitude towards him start to melt. "Besides that."

Clark folded his arms across his chest and thought back to that night; his fears of Zod running wild through an unsuspecting world, the terrible way Lana reacted when she discovered his secret and the bleak solution Jor El had offered.

"A lot of things."

Chloe was now looking at him, eyes full of concern. "I know you've been through a lot—and maybe it wasn't fair of me to go off on you like that—but you _have_ to know that you can tell me anything. I want to help."

Clark knew she was right and once again he felt like an idiot.

"Well, when I went back to find Lex, two things happened that I didn't tell you about."

Clark could see Chloe switch into reporter mode as her eyes began to twinkle with questions waiting to be asked. He paused, expecting her to shoot off a torrent of questions, but she stood their waiting and he continued on.

"When I went back to the mansion I didn't find Lex—but I _did_ run into Lana."

"Lana? You mean she was still there? Was she ok?"

"Physically yes, but mentally no. She was hysterical—she had witnessed Lex spouting his _conquering the Earth_ speech and saw him using his new powers."

"And then?"

"And then—she shot me."

Chloe's face went white and she dropped the stack of papers; they fell to the floor and fanned out at her feet.

"What?" She exclaimed, scooping down to collect the mess.

Clark bent down to help, grabbing a handful of papers. "She grabbed one of Lex's guns before she went to look for him—she thought she needed the protection. But then she started accusing me of keeping information from her, saying I didn't want to help him, and the gun accidentally went off."

He reached out his hand and helped Chloe stand back up, awaiting a response.

"So, are you telling me that Lana finally knows your secret?"

"Yeah."

Chloe looked at a loss for words, throwing the crinkled papers into the trash can and leaning up against the window to brace herself.

"How did she take it?"

"Not well. She freaked out and accused me of being involved with abducting Lex. I sat her down and explained everything but she made it clear that she wanted nothing more to do with me."

Clark observed a myriad of emotions register in Chloe's eyes; she was never great at hiding her emotions and he could tell she was upset.

"Chloe, it's okay. I'm fine with it."

"I'm sorry she found out that way. I guess I know why you felt like being alone."

"Well I was upset, because it's not the way I ever wanted her to find out—but I suppose it's for the best."

Chloe looked back at him, unconvinced. "Are you trying to tell me that you're fine with having the love of your life _hate_ you? I would think you would be devastated—considering your feelings."

"What feelings?"

Clark was now the one who was staring back at her in confusion.

"You're undying feelings of love for Lana Lang—the girl you said you wanted to spend the rest of your life with."

He flinched as she spoke, and from the hint of bitterness in her voice he instantly knew what was going on. All this time his feelings for Chloe had been exploding, she thought he was still hung up on Lana, and he couldn't blame her.

So many times he had tried to move on; so many times his relationship with Lana crumbled but he always ended up back with her somehow. Chloe simply thought that this time was no different, that all his talk of him and Lana being over was nothing but the standard fare.

And now, from the way she was reacting, he had a suspicion that she was thinking _this_ was the reason for his sullen mood the past week. It didn't make him happy, but it was not the main reason for his displeasure and she needed to know that.

"Chloe I know you may not believe this, and I wouldn't blame you if you didn't, but I have been over—_really over_—Lana for quite some time now. And while I'm not exactly thrilled that she found out the way she did, it served a purpose."

"What purpose?"

"To sever our ties completely. I've been thinking about it for a while now. What me and Lana had was based on dishonesty and could have never worked—it was wrong and I'm ready to move on from that phase in my life."

Clark took a deep breath, preparing to segway into the most nerve wracking confession of his life, but Chloe once again cut him off.

"So wait, if Lana isn't the problem, than what is?"

At that moment the door behind him swung open and struck him in the back; taking a step forward Clark turned around to see an older woman carrying a pile of papers.

"I'm sorry about that." She said, wincing. "I didn't see you there—are you guys done with the copier?"

"Oh—of course." Chloe said, stepping aside as the woman walked past them. "We were just leaving—come on Clark." She grabbed his sleeve and pulled him back out into the news room. "Let's get outta here, I need some coffee and we can get a little privacy."

The two stopped at her desk; Chloe grabbed her purse from the bottom drawer and the two headed for the door.

"The problem is about Lex." Clark said as they climbed the stairs to the ground floor.

"But you said you didn't find him?'

"I didn't." He paused and lowered his voice. "I went to Jor El for help because I didn't know what else to do and he gave me this."

Clark reached down into his coat pocket and produced a shiny metal object; discreetly he placed it in Chloe's hand.

"What is it?"

"A shackle, Jor El said that everyone imprisoned in the Phantom Zone has one, so in case of escape they can be returned."

Chloe turned the shackle over in the palm of her hand, tracing the etchings with her fingertips.

"So then all the Kryptonian criminals on the loose—they'll be returned? How?"

"He said they will be returned when the Zone regenerates itself, that they'll be sucked back. He also told me I had to put this on Lex."

Chloe thrusted the object back to him.

"Wait—he _does _know Zod is _in_ Lex's body, right? Did he give you any ideas of how to exorcise his spirit from him?"

"He knows—and no he didn't"

"Are you telling me that Jor El expects you to send _Lex_ into the Phantom Zone?" She whispered excitedly, as they walked side by side through the lobby. They exited through one of the revolving doors and stepped out into the bustling sidewalk.

Clark nodded and shoved the shackle back into his coat. "He said it was the only answer he could give me." He replied, his anger evident. "If I wished to separate the two if would have to be of my own doing—that I would have to make the choice of Lex's life over the lives of millions."

Chloe sent shot him a sideways glance and he could see guilt in her eyes.

"I see now why you were so upset—first Zod and now all of this— I don't know how I could ever make that kind of decision."

Clark stared steely-eyed ahead and fought to keep his anger at bay, furious that once again Jor El had proven his disrespect for human life. Lex, no matter what nefarious deeds he had committed, did not deserve the fate that belonged to Zod.

"I'm sorry I went off on you. I had no idea—"

"No Chloe, I shouldn't have kept this from you in the first place. Just talking about it with you makes me feel better."

The two exchanged smiles and continued walking up the street in silence. The sun was bright overhead and Chloe squinted as she looked up at him.

"Over there, to Starbucks. I think I may need a double after all of this." She laughed.

Looking both ways they stepped off the curb and ran across the busy street, dodging a car or two. "Well there must be a way—some sort of Kryptonian _get out of jail free_ crystal? I mean they always seem to save the day."

"I don't think a crystal's going to save the day this time." He replied gravely, holding the door open for her, the aroma of fresh brewed coffee assaulting his senses.

The place was crowded with early morning customers and Clark offered to get her drink as she searched for a table. As he paid the cashier he spotted Chloe seated in a quiet corner.

"For you." He said, handing her the steaming hot cup.

"Mmm, thanks." Her eyes closed and she inhaled deeply; lifting the cup gently to her mouth and blowing softly.

As Clark sat down his eyes traveled over to the window across from him; there in the reflection he saw a familiar face framed by a mass of dark curls. Quickly he spun around, scanning the room frantically.

"Problem?' Chloe asked, as she observed Clark's odd behavior. He spun back around, looking into the window, but she was gone.

"No—I—I thought I saw someone that's all."

"Aah" She said, taking a long, slow sip from her cup. Clark saw her make a strange face and she placed the cup back on the table.

"Something wrong?"

"Yeah, they must have given you someone else's order. This is just black coffee."

"Well let me take it back." He offered, reaching for it. Chloe stopped him; her eyes were wide and she looked as if she had just had an epiphany.

"Black—" She mumbled. Clark pulled his hand back and waited for her to finish her train of thought. "Clark, have you considered black Kryptonite?"

"What? You mean to separate Zod from Lex?"

"Yes." Her eyes flashed wildly and she looked rather pleased with herself. "Remember how you told me about when you were Kal El—and how your mom used it on you to bring you back?"

"Yeah. She told me Bridgette Crosby gave it to her. Do you think it could work?"

"I don't know—but it's worth a try." She shrugged her shoulders and reluctantly took another sip from her cup, cringing a little as she swallowed. "But it in no way solves everything—you did say that Zod had no physical body? So even if the black kryptonite _does_ release him I don't know how you would place the shackle on a formless being?"

"Good point."

"Do you think he would be able to inhabit another body at will?" Chloe continued. "If he was to be released—could he theoretically jump into someone else?"

"I don't know. Fine used the dagger to release Zod but I don't know if it was simply a way for him to escape the Phantom Zone—or if it was necessary in enabling him to possess Lex."

Clark could sense the wheels churning away in her mind and spoke up before she got the chance. "I will guess that if he _could_ it would have to be a body that was strong enough to handle being the host of a superhuman psychopath."

"You're right. They had to _prepare_ Lex."

"Yeah, and other than me I don't know of anyone else that could handle it—and I'm not volunteering anytime soon. " He laughed. "But why would this even matter? Even if he jumps into another body that could withstand it I still could not send an innocent person to the Phantom Zone."

"Exactly, it's like we've found one possible solution and a hundred more problems."

Clark nodded in agreement. "And I have no idea where Zod is—so until he comes out of hiding there is nothing I can do anyways."

"I guess we just have to wait."

Clark nodded and the two sat in contemplative silence; after a few minutes Chloe stood up and chucked her half full cup into the nearest trash bin.

"I guess we I should get back—I have a lot of things to do."

Clark agreed and the two left, making their way back down the busy street towards the Daily Planet. As they approached the building Clark noticed a group of men in blue overalls vigorously scrubbing the remnants of the graffiti left over from the riots.

"It's good to see that the Planet has recovered so quickly."

"Yeah, well we all put in a lot of hours to get it up and running. We're gearing up for our big comeback issue—which will have me and Ben's story in it." Chloe mentioned casually as they came to a stop outside the front doors.

Suddenly the whole reason Clark came to Metropolis snapped back into his mind as he heard her speak his name; he had come here to invite Chloe to the benefit, and once again he had managed to take yet another detour.

"Chloe I lied about why I came here to see you." He blurted out.

"Oh really? So then you didn't really care about how I was?" She said with mock resentment.

"No." He continued, laughing in return. "I did care, but I came here because of this."

Clark reached into his pocket and pulled out the two tickets to the benefit; he handed her one and she looked down at it with surprise.

"My mom told me today that the Mayor of Metropolis is throwing a charity benefit—and I wanted to know if you would be my date." He smiled, confident that she would accept.

"Clark, I—" She said, looking up at him and handing the ticket back to him. "This is a strange coincidence—but I'm sorry, Ben already asked me to the same thing this morning and I said I would go."

"Oh."

"If I would have known—"

"It's okay—no big deal." He lied, stuffing the ticket back into his pocket. He contemplated just telling her right now, telling her he loved her, but he couldn't bring himself to do it; terrified she would say he was too late, that Ben was now the one she cared for. "I should actually get going."

Chloe looked pained but nodded her head. "Yeah, I should get back to work before I get in trouble. But I'll talk to you later?"

"Sure, later."

Chloe smiled and walked back into the building; he watched her back as it zigzagged past the crush of people coming the opposite way and disappeared around the corner.

Clark turned around and started walking down the sidewalk; he didn't know where he was headed but he needed a good, long walk to clear his thoughts.

"_So I'm too late—she's already accepted a date with Ben."_

He looked downwards at the dirty pavement underneath his feet, shaking his head in disgust.

"_And once again, I had several chances to tell her, yet I didn't."_

Suddenly he had the distinct feeling he was being followed.

He kept walking straight, and for a block or two he swore someone was lurking behind him. Glimpsing over his shoulder to look into a store window he caught the reflection of a familiar face, the same one he saw on the news this morning and in the coffee shop a few minutes prior.

Turning around quickly he attempted to yell out her name; instead he found himself remembering she had never given him her name, and she was gone.


	14. Chapter 14

Chloe pulled the tiny white slip of paper from her purse; looking down at the messy scribble she punched the numbers into her cell and balanced it between her ear and shoulder as she fumbled with the key to her dorm room. After a few rings it transferred over to voicemail as she managed to shove her key into the slot.

"_Hey, you've reached Ben Leonard. I'm not here but leave me a message and your number and I'll get back to you."_

There was a beep and Chloe spoke hurriedly. "Ben, this is Chloe. About dinner tonight, I'm running a bit behind so in case you wondered why I was—" The door swung open as she twisted the handle and she spied Lana bent over a row of moving boxes; there was a pile of clothes on her bed and half of her belongings were gone. "—late. I'll try calling you back."

She hung up and tossed her phone and purse onto her bed. "Lana," She cried, surveying the scene. "What's going on?"

"I'm _finally_ getting the hell out of here—as far away from Smallville and its population of _freaks._" She replied spitefully, throwing a handful of books into a box.

Chloe flopped down on her bed in shock; she knew exactly why Lana was leaving and it had everything to do with Clark. Chloe knew she hadn't taken finding out his secret well, but she never imagined it would make her want to leave everything she had ever known.

"And where are you planning on going?"

"Back to Paris." She replied, reaching for a thick slip of paper on top of her desk and flashing it to Chloe. "One way, just bought it this morning. I have a friend there who I met during art school and she said I could stay with her until I get settled."

"Paris?" Chloe exclaimed, watching as Lana bustled back and forth between her bed and closet, tossing items haphazardly into piles. "Lana that's absurd! What about school? What will you do to survive?"

"Absurd?" Lana snapped, stopping to face her. "It's the only place that ever felt like home—and if that's absurd than I don't care." Her eyes were dark and her lips pursed into a tight scowl. For a moment Chloe expected to see flames flare from her nostrils.

"As for school, maybe I'll go study art again—or not—or maybe I'll work at a café—or maybe I'll beg for change on the street. I don't care _what_ I do. All I care is that it's a long way away from here."

"But—but—France has _French_ people?" Chloe quipped, attempting to cut the tension with a joke. "And the last time you were there you were possessed by a _witch._"

Lana shook her head and sat down on her bed. "Then I'll stay away from medieval churches." She reached underneath her and began to methodically fold a purple sweater.

"When did you decide all of this? When are you leaving?"

"I've thought about it for a few days now since the black out. But I actually got the courage to buy the ticket today. I leave Monday night."

Chloe felt a knot form in her stomach; she knew that no matter if Clark had gotten over Lana, even wanting to sever ties with her completely, that he would still be _crushed_ to be the cause of her leaving.

"So, did you ever plan on telling me?" Chloe began softly; Lana's head twitched up and she could see the defensiveness in her eyes. "Or was I just going to come back here and find you gone?"

"I wanted to tell you, but you haven't exactly been around."

"Well I had to put in a lot of hours to help get The Planet up and running again. I'm sorry if I haven't been here for you but—"

"It's fine." She mumbled, pulling a shoebox out from under a pair of pants. It was pink and had glittery letters scrawled across the top that read _My Memory Box._ "I'm used to it."

Chloe resisted the urge to roll her eyes; Lana had a tendency to use her abandonment issues as a crutch. She understood it was hard for her, to be without a family and now without Clark or even Lex, but she refused to feel guilty about proceeding on with her own life.

"I just—just find it so hard to believe that you would actually leave?"

Lana sighed and shrugged her shoulders; looking down into the shoebox she pulled out a photograph and held it in front of her, staring at it intently.

"I know, but I'm so sick of it all. The meteor freaks, people being possessed. I want _normalcy_ for once in my life, and it that means traveling half way around the world to get it—than so be it."

Then in a sudden motion she ripped the picture in two and flung the pieces into the air. One half landed at Chloe's feet and she picked it up; there smiling back at her was the left side of Clark's face.

"Why now?" Chloe asked, gently fingering the picture, the answer staring back at her. "Why _now, _after all these years, have you decided to head for the hills?"

"I have nothing left here anymore, so why stay?"

Chloe frowned, her feelings hurt that Lana didn't even consider their friendship a reason to stay. She realized they had grown apart the last few months, but it still hurt to hear her blatant disregard.

"I have no family—"

"What about Lex?"

"What about Lex?" She snapped, looking back at her with a cold stare. "He's gone. He's not even _human_ anymore."

"So you've just given up then? I thought you cared about him?"

"I do." She replied, tossing the shoe box into the trash. "But not enough to sit back and worry about when all hell is going to break lose again because of—" She paused, bringing her hand up to her mouth and chewing on her nail nervously.

"Because of what?" Chloe prompted gently, curious to see what Lana would reveal.

Lana sat there for a moment, staring off into space, before she replied. "Because of Clark."

She stood up and came to sit down on the bed beside Chloe. "Normally I would preface something like this with—_don't think I'm crazy or anything_—but frankly after the last week I could care less."

"What happened?" Chloe gulped, avoiding direct eye contact.

"The night of the black out, I came to and Lex—was different. He had these powers; he was so strong and then he disappeared and I wanted to find him but I was _scared_—scared that he would hurt me. So I grabbed one of Lex's guns—"

"And?"

Lana bit her bottom lip; her hands were trembling as she twisted them in her lap. "I accidentally _shot_ Clark." She looked up at Chloe, her eyes welling with tears and Chloe tried her best to feign surprise.

"Oh my God. But I saw him today and he was fine? He didn't even mention it."

"No, he wouldn't have said anything would he." She replied bitterly. "No Chloe, he didn't even have a _scratch_ on him," She waved her hands through the air dramatically. "At first I thought he was a meteor freak but—"

"But?"

"Alright, now this is where it gets really out there, but I know you can handle it so—"

"What is it?" She asked, tentatively.

"Clark is an _alien_."

Chloe said nothing and Lana continued on, her voice rising with emotion. "He told me how he came to Smallville in a spaceship during the meteor shower and about how he is from a place called Krypton."

Lana paused to gauge her reaction; Chloe nodded absently and let her jaw drop to appear shocked. "Go on."

"Well he told me that all of this—Lex being taken, being _possessed—_had everything to do with him. That some guy named Zod is using Lex's body to take over Earth."

"I—I don't know what to say."

"Yeah that's how I felt at first. Then I got angry."

The tears in Lana's eyes which seemed able to break free at any moment disappeared; the scowl returned and she stood up suddenly, making a move back towards her side of the room.

"Angry that he lied to me all these years, pretending to be something he wasn't. Hiding _everything _and then having the _nerve_ to get mad when I wasn't completely honest with him." She grabbed a pair of shoes and flung them into a box violently. "Angry that he thought he couldn't trust me and that I wouldn't be able to accept him. All he did was assume the worst of me."

"Lana, I know right now you're hurt and angry," Chloe began, getting up and walking over to her. "And you have every right—you feel like you've been betrayed—but don't you think it was hard for him too?"

"What?"

Chloe moved closer; Lana looked incredulous and crossed her arms defiantly.

"Don't you thing it was hard for him to keep all of his powers a secret? Terrified of not being accepted because he was different, just like the meteor freaks?"

Lana rolled her eyes and turned back to her boxes. "If he cared about me he at all should have been honest. He should have given me a chance."

"But he was scared—scared to lose the person he cared about more than anything. Put yourselves in his shoes."

"Pfffft," Lana spat, bending down to tape a box shut. "Fact is he lied—_for years._ Fact is I thought I knew him—I _don't._ I don't think he ever really cared for me at all."

"Lana you know that's not true."

"He wasn't even truthful to me and we _slept together!_" She yelled, throwing the packing tape across the room; it hit the wall with a thud and ripped though a poster. Chloe winced and took a step back; she had never seen Lana so angry before. "Besides, meteor freaks are different—he isn't even _human_. He never was."

Lana took a deep breath; her cheeks were flush with anger and she wrung her hands as she paced back and forth. "What he did is unforgivable and I don't even know _why_ you're attempting to defend him? I mean you don't even seem to be the least surprised that your best friend is a pathological lying alien!"

"It's just that—" Chloe started, placing an arm on Lana's shoulder, thinking she could get through to her once she was able to calm down, instead Lana jerked her arm away swiftly and glared up at her.

"Wait a minute," Lana said. "Did you say he had to hide all of his _powers_? I didn't say anything about _powers_. I said I shot him and he was fine."

"That's what I meant."

"No its not, it's different. You said powers_—multiple. _I only mentioned one."

Chloe looked the other way; knowing she had tripped herself up. For a second or two she debated whether or not to deny everything, to lie and insist she knew nothing, but the whole charade had gone on long enough and she braced herself for the fallout.

"Lana, I—"

"You knew!" She exclaimed. "You knew and you didn't tell me? I thought we were friends?"

Chloe felt a slow anger building inside her; bitter that only moments before their friendship meant so little, as Lana made it clear that she had nothing left in Smallville worth staying for; and now, when she found out Chloe had been hiding Clark's secret, their friendship had suddenly meant everything. Angry that Lana was being so self- centered; unable to see past her own wounds to see that Clark's double life hadn't only hurt her, as it had affected Clark too, his family, and even Chloe herself.

"We are." Chloe said, trying best to contain her growing resentment. "But Clark is my friend too, and it wasn't my place to reveal him."

"Oh sure, I get it now." Lana scoffed, taking a stride towards her. "So you two were in on this the whole time? Having a good ole' laugh at my expense?"

"No. I've only known since the last meteor shower that he was special. Only a little while later did he tell me everything."

Lana's nostrils flared. "He _told_ you?"

"Yes, but only after—"

Lana held up her hand, signaling Chloe to stop, and turned around.

"I don't want to hear it. You're just as bad as him, you know? Maybe you didn't do it as long as he did, but you lied to me too." She grabbed her purse from her desk and slung it over her shoulder. "You _knew_ how I felt about Clark and him keeping secrets from me, yet you did the same thing—were you _trying_ to hurt me?"

"Lana," Chloe began, her voice now curt; gone was the sympathy of before as she had had enough of the melodrama. "I _told_ you why I couldn't tell you. Clark is my _friend_ and I promised him I would not reveal his secret. I did not do this to hurt you. I would never—"

"Aaah, and of course you would do whatever Clark wanted you to do, without thought or consideration of others feelings." Lana said, pulling her car keys from her purse and waving them around. "I suppose that's why you kept it from me in the first place—it was a way to keep a piece of him to yourself, a piece you didn't have to share with me."

Chloe placed her hands on her hips and stared back at Lana, her face filled with determination; she knew where this was heading and she was not going to let Lana hurt her by using her feelings for Clark as a weapon.

"Lana, that's not true. I don't know why I am even standing here anymore, defending myself to you—but I told Clark _several_ times that he needed to tell you."

Her words made no impression and a cruel smile formed on Lana's lips.

"You know that he'll never love you."

"What?"

"That knowing his secret is the only part of Clark you'll _ever_ have." Lana snarled, now face to face with Chloe; her right hand reached out and grabbed Chloe's arm forcefully, her nails digging deep. "And now, that _I_ know, you don't even have _that_."

Chloe felt her hands ball into tight fists; she had no many words running through her mind, so many witty retorts, yet before she knew what was happening she felt her right arm move independently of her body. Up it went, her knuckles colliding with a crunch into the side of Lana's face, all of her anger and frustrations exploding in a second of weakness.

Lana's whole body snapped back and her hand flew up to touch her cheek, her face full of shock as her fingers grazed the tender skin, now a blotchy red and purple color.

Instinct told Chloe to apologize; no matter how angry she was she knew that it was wrong to hit someone, but she was overcome with anger, and soon she heard vicious words spew forth from her own mouth.

"Clark told me he was _glad_ at the way you found out—glad that you reacted the way you did—so he never had to see you again. And now that I've _finally_ seen your true scales, I never want to see you again either. So au revoir."

Then, before Lana had a chance to reply, Chloe turned and headed for the door. Her mind was in overdrive, replaying the last scene over and over, her whole body shaking. Gingerly she lifted her right hand and saw her knuckles were red and swollen to the touch.

She stormed down the hall and entered the open elevator, hitting the ground floor. As the doors slid shut in front of her she collapsed against the wall and slid down to the floor, feeling the adrenaline start to slow. With her uninjured hand she pulled out her cell phone, on the second ring a male voice answered.

"Hello?"

"Hi Ben, this is Chloe."

"Chloe, hey! Where are you? I've been waiting here for you at the restaurant and I was starting to get worried."

"I'm sorry, something came up and I can't make it. Why don't you get started on the article without me and we can work on it tomorrow."

"Are you alright? You sound strange?"

"I'm fine." Chloe lied, looking down at her hand which was now almost twice its size. "I just have, um, personal stuff that's all. No big deal."

"Okay." Ben replied, the skepticism evident in his voice. "Well tomorrow then."

"Yes, tomorrow."

Chloe hung up the phone, closing her eyes; her hand was throbbing and she spoke out loud to herself, a giggle breaking free from her dour mood.

"Well it looks like Ben will have to be the one to type up our article."


	15. Chapter 15

Clark traipsed up the steep steps of the Metropolis Museum of Art; looking below him he saw a row of cars lined up in the street, people emerging from them dressed in their finest. Tugging at his collar he saw his mother appear at the top of the steps, standing underneath a giant banner that read _Metropolis Hospital Charity Ball, _and motioning to him.

"Come on Clark." She beckoned, checking her reflection in a tiny, gold compact. "Do I look alright?" She asked as Clark joined her. "I'm not used to getting all dressed up for occasions like this; do you think my dress is fancy enough?" Martha looked nervous and tugged at the straps of her shimmery, golden cocktail dress.

"I don't remember ever seeing you look as beautiful." He replied, placing a kiss on her cheek. She raised her hand to brush a stray lock of hair that had escaped her elegant updo and smiled.

"Thank you dear. Now I think it's time I head on in—I have a few people I want to talk with while I get the chance, are you coming?"

Clark nodded his head and followed behind her as they walked into museum, past the galleries, and onto the ballroom which was often used for gala Metropolis events. The main ballroom was a vast expanse of marble flooring and gilded columns which ascended up to the vaulted ceilings, which were dripping with crystal chandeliers. The room was further adorned with bouquets of flowers atop a sea of linen covered tables and a giant stage in front of another massive banner. A man on the stage tapped the microphone and spoke enthusiastically.

"As curator of the Metropolis Museum of Art, I would like to start off tonight's event by welcoming you all to, hopefully, a wildly successful night of fundraising for Metropolis Hospital Charities."

The room burst out into reserved applause and he continued. "Second of all, I would like to extend a note of thanks to Mayor Trundall who honored us by letting the museum host this truly wonderful and memorable event. Now, everyone have a great time and remember we are here to raise some serious money—so dig deep!"

Clark observed the crowd as they proceeded to applaud; the attendees seemed to be of the influential or well to-do sort and he had no doubts that tonight would raise a lot of money. He spotted his mothers golden dress moving through the crowd and he scanned the room for a familiar face.

For one face in particular; Chloe.

Clark had decided he would rather skip the whole benefit entirely, dreading seeing Chloe in Ben's arms, but his mother insisted he come. Saying that it would only be worse to sit at home and mope, besides, Clark could be her escort. Not having the heart to say no, he agreed to come; part of him wanting to go to support his mother, the other part wanting to go to see if Chloe was happy with Ben.

He heard the band strike up and after being unable to spot her, he wound his way over to the bar and perched himself on top of a stool. People we clamoring around him to get the bartenders attention and he swiveled himself around to watch out over the dance floor, which was now filling up with couples.

For a few minutes he watched, hypnotized by the swaying bodies. He wished he was out there right now, Chloe in his arms, moving slowly to the music. Instead he kicked the bottom rung of stool with his foot and grumbled to himself. Like always, he had managed to mess everything up. First his own insecurities, then the black out and his foolish behavior afterwards practically threw Chloe into Ben's arms, and his chance to tell her he loved her seemed to have vanished.

Then, as if everyone was moving in slow motion, the dance floor thinned a little and Clark saw her. She was directly across from him on the other side of the room, standing next to a table with a glass in her hand, smiling and chatting with a woman and another man. Clark felt himself inhale sharply; taken aback by how beautiful she looked. She was wearing a floor length, deep purple dress and her hair was pinned back by a large white bloom.

Suddenly her eyes met his and her smile grew wider. Chloe waved and continued to chat with the couple for a few minutes, periodically glancing up to meet his gaze. When he saw the couple turn to leave, he stood up from his seat and walked in her direction.

"_Maybe she is alone; maybe she decided not to come with Ben."_ He thought as he made his way towards Chloe, loosing sight of her within the crowd. When she came back into view he saw that she was no longer alone. Ben was now at her side, handing her a single red rose. Clark stopped abruptly went back to his seat.

"_Why am I so stupid?"_ He said out loud as he flopped down on his stool.

"That's what I'd like to know."

Clark turned his head to see Lois leaning up against the bar, smiling at him cleverly.

Clark rolled his eyes and tugged again at his tie. "Hi Lois."

"Give me a Long Island Ice Tea—short on the tea, long on the _island_." She smirked to the bartender, and pulled up a stool next to him. "So Smallville, why aren't you dancing?"

"I dunno."

"Well," She began, grabbing her drink from the bartender's hand and taking a long sip. "Do you wanna dance?"

Clark shot her a slightly horrified look and Lois held her hands up in defense. "S_orry_, I was just trying to be nice. You're the one sitting over here like a lump on a log, looking lie you'd rather _die_ than be here."

She lifted the drink back to her lips and chugged the contents, slamming the empty glass down on the bar with pride. "Give me another please—what?" She said, catching Clark's disapproving stare. "I've had a hard day and I need to relax. Dealing with some of these government officials is enough to make you want to—"

"I love Chloe."

"Wait—what?" Lois asked, waving away the bartender's hand.

"You heard me."

Clark hadn't planned on telling Lois, on blurting it out like that, but the words had a mind of their own. Staring across the room he watched as Chloe and Ben sat closely at a table, laughing and clearly enjoying each other's presence.

"Does she know this?" Lois asked, her brow furrowed in concern.

"No, I haven't told her."

"Clark, why are you over here telling me when you should over there telling _her_?"

"Maybe because right now she's over there with Ben."

Lois looked over toward Chloe and Ben, and then back at Clark, smiling at him apprehensively.

"Umm, I have a confession to make." She said, reaching for her drink and taking a big gulp. "Don't hate me okay? But see, well I had no idea that you had feelings for her, so well—I kinda gave her a little _nudge_ towards Ben there—"

"What?"

"Well, I told her not to give up on you—because I knew how deeply she felt—but I told her that she wasn't doing herself any favors by sitting around and waiting, not knowing if you'd ever feel the same. And can ya blame me? You were _always_ mooning over that _Lana_ girl."

Clark opened his mouth to reply, angry that Lois had encouraged Chloe to go for Ben, but he couldn't bring himself to say anything. He knew Lois had a point; Chloe didn't know how he felt and neither did Lois, and he couldn't blame Lois for wanting her cousin to be happy, nor could he blame Chloe for turning to Ben.

"But I guarantee you this, one hundred percent—" Lois said, tugging on his sleeve to get his attention. "If she knew how you felt about her right now, she would _not_ be over there with Ben."

"So—"

"So go tell her already!" Lois cried, throwing her hands up into the air. "Honestly, I don't get you small town folks—where I come from when you realize you love someone, you tell them as soon a possible. What's with the delay?"

"Well, I _was_ going to tell her the night of the black out, we had dinner plans, but then everything happened and—"

"Ok, I understand, but that was a _week_ ago? What's holding you back from going over there right now?"

"Besides Ben?"

"Besides Ben."

Clark looked once again in Chloe's direction; the two were still seated at the same table and Ben was talking with two other gentlemen as Chloe stared off into the distance. Slowly her eyes turned towards him and the corners of her mouth shot upwards. All the failed attempts of the past melted away; the fact that she was over there _with a date_ didn't matter, he could not give up,shehad to know how he felt about her.

"Absolutely nothing."

"Atta boy, Smallville" Lois quipped, slapping him on the back. "There's help for you yet."


	16. Chapter 16

Her hair whipped into her face and she reached up to pull the dark tangles out of her eyes. It was odd to feel again, every simple sensation shot waves through her body; to feel this planet's warmth, to smell the scents that wafted in the air, to reach out and be able to _touch_ something, was almost too much.

She had forgotten what it was like to live.

Turning the corner out of the deserted alley way she saw a police cruiser withpeople sitting inside. She stepped back into the shadows and focused her hearing towards the vehicle, hearing two different male voices having a conversation.

"_Well we'll check to see if the vandals have been back, then we'll go patrol the docks."_

"_Ok so the Chief is calling them vandals now? Sorry but no vandals I know of can throw cars through—"_

"_Lieutenant Beals, the official story is that they were ordinary, run of the mill, trouble making vandals. If you have a problem with that then I suggest you consider a new line of work. Do you understand?"_

"_Yes Sir, loud and clear."_

Slowly the vehicle circled the lot, its searchlight sweeping behind large metal crates, shining through the rusted chain-link fence and illuminating the ugly, gray building. The beam bounced off the broken, multi-colored windows and the sign above them all reading _Luthor Corp._ in giant lettering. After a few rounds of circling the area the vehicle drove off in the opposite direction and disappeared around the bend.

When the coast looked clear, she darted into the building. Inside it was an enormous place, completely empty except for garbage strewn across the floor and a pile of smashed automobiles in the middle of the room, stacked high. There before her were all twenty or so escapees from the Phantom Zone, standing in a group and looking up at Zod who was in the middle of addressing them, standing on top of a separate car as if it was a pedestal.

"I have decided its time to strike. All have been gathered and all have sworn their allegiance to me once again—"

There was a chorus of grunts and yells that echoed throughout the space.

"I am ready to bring these pathetic humans to their knees."

There was another round of manic yelling; Zod scanned the receptive crowd approvingly, spotting her as she attempted to slip into them unnoticed.

"Thiera," He called above the noise, jumping down from his platform "Where have you been? I do not recall you being in my presence the past day or two?" He demanded, charging towards her.

"I have been here." She lied, casting her eyes downward. "I tend to blend into the back ground. I am not important like you so I easily go unnoticed."

He eyed her for a moment, reaching out to twirl a ringlet of her hair around his finger.

"Oh, I wouldn't say that." He purred. "Yes you are not as important as me—but _certain_ people have been _boring_ me lately." He paused and shot a glance over his shoulder, back to Ursa who was observing their interaction.

"I don't know what you mean."

"Aaah you wouldn't would you? So innocent—" He kept twirling her hair, twisting it tighter and tighter, pulling it until her head was inches from him. "But not _that_ innocent. If I catch you sneaking out, lying to me again—I will not be as lenient."

She nodded her head, and he let go of her hair. "I like you Thiera," He said, skimming his had down to her cheek and stroking it possessively. "You could be _most_ useful to me—" A weird smile formed as his fingers lingered on her cheek, sending tremors of revulsion down her spine. "And you're loyalty does not go unnoticed."

"Yes, I understand. It will never happen again."

"See that it doesn't." He snapped, letting go of her and walking back towards his makeshift pulpit. With a giant leap he soared through the air and landed on top of it, once again commanding the group's attention. Ursa was down below, shooting her daggers, and Thiera quickly turned her gaze elsewhere.

"Tonight its over for them and the beginning for us. Tonight we recreate Krypton on Earth!"

**Authors Note: Thanks to heavenscry who gave me name ideas—and the one that I twisted around to come up with my name for the Kryptonian girl—also thanks to everyone else who gave me ideas, even though I didn't use them.**


	17. Chapter 17

Chloe stood next to a table, tapping her fingernails against her water glass to the music, slyly searching through the crowd for Ben as a co-worker and her were making idle chit chat.

"I have to say that you're article was _very_ exciting, it was almost like reading an adventure story." The woman across from her said, clutching her chest. "Me and my husband here really enjoyed it." The man next to her nodded in support and Chloe turned her attention back to them briefly.

"Oh, I'm glad you enjoyed it." She replied, her voice hollow as the thought of being ditched was in the forefront of her mind. Chloe had arranged to meet Ben fifteen minutes prior to the start of the benefit, but now that he was more than a half an hour late she was beginning to get nervous.

The woman gave her a kind look and patted her gently on the arm. "Don't worry sweetie, whoever he is, I'm sure he will show up."

"Thank you." Chloe said with a genuine smile, turning her roving eyes back to them. "I hope so."

For the next few minutes the trio chatted amicably about mundane topics, such as the weather, when she spied Clark across the room. He was seated at the bar alone, clad in a black tux and looking devastatingly handsome. His face lit up as he saw her and she waved, feeling relieved to see a familiar face in the crowd.

She wasn't sure if Clark was going to attend the benefit considering the awkwardness of the situation, of him asking her to be his date only a short time after Ben had beaten him to it. But she was glad to see him here and kept glancing in his direction as she chatted, hoping he would come over to say hello.

"Well, it was nice talking with you dear." The woman said as she led her husband by the arm out onto the dance floor.

Chloe sighed and took a long sip from her glass; once again she was alone and she looked up at the giant clock on the wall, counting the seconds as they ticked by, wondering where in the world Ben was. Looking back towards the bar, hoping again to catch Clark's eye and signal him over, she saw that he was gone. Deciding to take the initiative and go over to find Clark herself she took a step forward when she caught sight of Ben out of the corner of her eye. He was weaving past a group of rowdy revelers, dressed in a tux and carrying a single red rose in his outstretched hand.

"I'm sorry I'm late." He proclaimed, handing the rose to her in a grand gesture. "Traffic was horrible and my driver got lost. I suppose it didn't help that he didn't speak English so he had no idea where I was telling him to go."

Chloe laughed and took the flower from his hand, twirling it gently under her nose and inhaling its delicate scent. "I'm just glad you made it. I was beginning to think—"

"That I wasn't going to show up? Never." He insisted, looking her up and down. "Wow—you look _amazing_."

Now aware of her appearance she tugged at the strap of her purple halter dress and adjusted the white flower pinned into her hair behind her ear, which was starting to slip.

"This old thing?" She joked, running her hands down the length of the fabric. "Thanks, you look great too."

Ben smiled as they walked around behind the table to sit down; he pulled out a chair for her and lightly reached for her hand. "Glad to see your hand is doing better. Although you never told me what happened."

"A woman never reveals her secrets." She laughed; giving him a wink, thinking it

sounded a whole lot better than telling him how she punched out her former best friend.

Ben laughed and grabbed a flute of champagne from a waiter's tray as he passed. "Have I told you how beautiful you look tonight?" He was staring at her intensely, his hand still upon hers, and Chloe found it hard to look into his eyes. She was not used to having so much attention lavished upon her and she didn't quite know how to react.

"Yes you did." She replied, pulling her hand back, quite embarrassed. "Oh, by the way—I already had a nice couple stop by and rave about my—_our_—article. They said it was a real nail biter."

"Oh really?" Ben said, taking a sip of his champagne. "Well that's wonderful, although you were right the first time. It really is more of _your_ article, you did come up with the heart of the story—"

"Well, you did all of the _typing_. So we're even." Chloe giggled, holding up her right hand sheepishly. "We make quite the team."

A goofy smile spread across Ben's face and he took another long sip from his glass. He put it down and scooted his chair closer to her. "We _do_ make a great team, don't we?" Chloe nodded her head and he continued on. "It's actually great that you brought that up."

"Really? How so?"

"Well, Kahn called me into her office today and offered me a permanent position at The Planet."

"But, wait. I thought you already had—"

"Well what I mean is that she offered me a permanent staff position _here _in Metropolis. Not just submitting in articles from whatever location I am in—but an actual office and everything."

"Wow, that's great." Chloe replied, but something in Ben's smile told her that maybe this wasn't the best of news. "I mean—is it?"

"No, it is." He started, looking sure of his words. "I've been traveling the world for a few years now, going from place to place, living out of a suitcase—the life of a rogue. I've always wanted to settle down, find a reason to stay in Metropolis. But so far I've never found one—until now."

Chloe's eyes grew wide and she tried to keep her composure as Ben reached out to grasp her hands once again; her stomach was turning somersaults, unaware of where this was all heading.

"Chloe, I know we haven't known each other very long. But, I—"

Suddenly Chloe saw two men approach them. They snuck up behind Ben, slapping him on the back with delight. Ben dropped her hand and pulled back, looking over his shoulder at his interruption.

"Hey Benny boy!" One of the men yelled merrily and Ben broke out into a wild grin.

"Hey, Ted!" He exclaimed, shaking the first man's hand vigorously. "Hey, Andrew! Long time no see." He shook the others hand as well and the first one spoke loudly, his voice slightly slurred.

"We were just over at the bar when I turned and said to Andy here—_hey, isn't that Benny boy over there_—and sure enough it is! How ya been buddy?"

"I've been great, same old same old."

The second man opened his mouth to speak as he spotted Chloe sitting there, observing the interaction with an amused smile.

"Hey Ben, are you going to introduce us to your lovely date here, or are you going to continue to be _rude_?"

Ben's head swiveled back around to face her and he laughed heartily. "Gentleman this is Chloe Sullivan, she is an intern at The Planet and she is a wonderful writer and a wonderful date."

Chloe nodded hello, smiled and Ben continued. "And Chloe this freakishly tall, obviously _drunken_ one here is my pal Ted. He is a writer for the Inquisitor."

Ted reached out and shook Chloe's hand firmly.

"And the short, also _drunken_ one is my pal Andy—he freelances for the Tribune in Chicago."

Andrew reached for Chloe's hand, bending down and kissing the top of it softly.

"Eh, better watch it there buddy." Ben joked, slapping him playfully on the shoulder. "He also thinks he's quite the lothario—anyways, these two crazies were my college roommates."

"Well, it's nice to meet you." Chloe chimed in, watching the three converse animatedly for a minute or two before turning her head the other way.

Chloe droned out their voices and stared off into the distance; something about their date so far didn't feel right and she couldn't put her finger on it. Ben was a great guy, handsome and charming, not to mention a real gentleman, but something was missing.

She looked back towards the bar and spotted Clark absorbed in a conversation with Lois, who was sipping on her drink and staring in her direction with a queer look on her face. Looking around once more she saw Martha Kent chatting with a local reporter for Metropolis Channel 5, smiling and shaking an older man's hand, a man she realized was the Mayor of Metropolis.

As she turned her attention once more back towards the bar she caught Clark's eyes again and gave him a wide smile; he didn't react much in return, and she was rather puzzled by the unexplainable expression on his face. He was leaning a little off his stool, appearing as if he wanted to come over. Chloe was about to lift her hand to motion to him when she felt Ben's hand on her bare shoulder.

"Sorry about that, I haven't seen those guys in ages." Chloe turned her head around and saw Ben grinning at her, his two friends gone. "And ya know how some guys are—they never grow out of their drunken, frat boy days—although those two were _never_ even in a fraternity."

Chloe laughed and shrugged her shoulders. "Oh, no problem."

"Well, where was I? I got interrupted before I had the chance to—" Ben began; the band suddenly launched into another song at that exact moment and a tall, beautiful woman in front of the microphone began to belt.

"_Someday, when I'm awfully low,_

_When the world is cold, _

_I will feel a glow just thinking of you…_

_And the way you look tonight."_

Ben paused and looked back and forth from the band to the dance floor. "I love this song—will you dance with me?"

Chloe nodded and Ben took her hand, leading her out onto the floor, wrapping his hands around her waist and pulling her close. She could smell the scent of his cologne and it reminded her of one Clark used to wear. As their bodies spun around, Chloe peered over his shoulder to look back to where Clark was, but all she could see was an empty stool and Lois chatting with a tall, handsome police officer.

_Yes you're lovely, with your smile so warm_

_And your cheek so soft,_

_There is nothing for me but to love you,_

_And the way you look tonight._

Resting her head gently on Ben's shoulder she recognized what was plaguing her about their date. Chloe thought Ben was an amazing guy, funny and kind, but she wasn't feeling anything for him beyond friendship. She realized it was foolish to expect herself to fall head over heels for him immediately, the way she did for Clark so many years ago, but she didn't have that special feeling.

There was no spark.

_With each word your tenderness grows,_

_Tearing my fear apart—_

_And that laugh that wrinkles your nose,_

_It touches my foolish heart._

Besides, no matter how hard she tried to fight it, her heart belonged to someone else and even if she had to wait till the end of time, she would wait for Clark. Foolish or not, she knew deep down in her soul that he was worth it. And now that he had admitted _finally_ being over Lana once and for all, she couldn't resist seeing a tiny glimmer of hope on the dark horizon.

_Lovely—Never, ever change._

_Keep that breathless charm._

_Won't you please arrange it?_

'_Cause I love you—Just the way you look tonight._

"Chloe," She heard Ben whisper into her hair. "About what I was telling you earlier; I know we haven't known each other very long, but I've never felt this way about anyone—"

Chloe tilted her head up to look at him. She felt his hand tighten at her waist, the other traveling up her arm to cup the side of her face. He closed his eyes and leaned in; before she could react she felt his lips upon hers. They lingered for a moment, as he kissed her, and then she pulled away.

"Ben, I—"

"Chloe," He began, staring deep into her eyes and playing with the flower over her ear. "I really think I could begin to fall in love with you."

For a moment she stood, speechless, staring at him as he awaited some kind of response. His fingers trailed lightly down her cheek and she reached up to grab his hand, stopping it.

"Ben, I'm so sorry. You are an _amazing_ man, heroic, smart, a wonderful dancer—"

"But?"

"But I don't feel the same." She dropped her hands down to her side and took a step back from him. "I _wish_ I did—I really do. But I'm afraid I'm in love with someone else." She looked away guiltily, eyeing all of the happy couples enjoying themselves around her.

"It's Clark, isn't it?"

Chloe looked back to see him giving her a knowing smile. "I suspected as much—the way you called for him in the hospital, the way you acted around each him, the way you quickly protested that he was _just a friend_. I tried to ignore it, but it was there smacking me in the face this whole time."

"I'm sorry." She said again, relieved to see that he was taking it rather well. "I shouldn't have led you on—but my cousin Lois said it was good for me to try to move on, to get over Clark by—"

"Why would you want to do that?"

"Because he doesn't feel the same way about me."

Ben eyed her suspiciously and put his hands on her shoulders, commanding her attention. "Chloe, I don't know _what_ you're talking about—but if I know _one_ thing about being in love—it's that Clark is crazy about you."

"What?"

"Just _one_ look at the way he looks at you and it's undeniable. You may not see it, but others can, and believe me—something's there."

Chloe was flabbergasted and instinctively spun her head around to search for Clark but he was still gone. "Do you really think so?" She asked, looking back at him.

"I do—I really do."

She broke out into an enormous grin; she stood up on her tip toes and threw her arms around his neck. "Thank you so much—for everything. For being a there for me, for being a true friend."

They pulled apart and she could hear the music fade away; Ben nodded silently, a melancholy look in his eyes, and they both turned to see Mayor Trundall step onto the stage and approach the microphone.

"I would like to thank everyone for coming out tonight," He began as the audience applauded. "So far tonight's festivities have been a major success. The total as of now stands at sixty-two thousand, eight hundred and forty five dollars raised for Metropolis Hospital Charities!" He rose his glass in his hand high in triumph and the cheers grew louder. "And we still have another few hours to go! So let's make it count!"


	18. Chapter 18

Clark held Chloe's gaze from across the room as Ben conversed jovially with the two men beside him. Clark slid off his stool; he had no idea what he was going to say, but he felt like a man possessed, with only one goal in mind.

To tell Chloe he was in love with her.

"Well go on already." Lois said, giving him a tiny shove.

All the noise and activity around him came to a standstill as Clark focused on her, smiling warm and inviting, and he felt his heartbeat erratically. Taking a stride forward, his eyes glued to her, he felt his shoulder collide into someone and looked up to see a young police officer; he was moving towards Lois with a leer on his face and as he felt Clark slam into him he came to a halt.

"Oh, I'm sorry." Clark mumbled, now losing sight of Chloe. "I didn't see you there."

"That's alright," The young cop replied, still eyeing Lois and taking a step closer to her. "I'll forgive you if you introduce me to your beautiful—_friend—_ I hope?" He stuck his hand out to her and Lois shook it obligingly.

The officer's words were lost on him and soon he felt a strong slap to his shoulder.

Clark turned around to see Lois staring at him impatiently. "_Clark_—introduce me."

"Oh, right. This is, um—my friend Lois."

The officer puffed out his chest and hiked up his belt, sending his gun holster and radio swinging, and leaned casually up against the bar. "Hello Lois, name is Officer Grant, and it's a _pleasure_ to meet you."

Lois beamed and Clark rolled his eyes; he decided he wasn't going to let anything else distract him again and began to make his way over to Chloe's table. As he maneuvered through the swirling couples he heard a woman's voice, composed but speaking with a sense of urgency.

"Emergency situation in progress—all officers to respond for backup immediately to warehouse district."

Clark stopped in his tracks and spun around. The warehouse district had been the stage for the Phantom Zone escapees to cause mayhem a few days ago and he knew this latest incident had to be them again.

He looked over to the young cop who was chatting with Lois; he seemed oblivious and it was apparent he did not hear the dispatch, laughing as Lois reached out to touch his badge. Clark saw two police officers yards away from him speaking into their radios and charging over to a group of policemen who were congregating over by the entrance. They began to talk heatedly and Clark turned his ear towards them.

"_Yeah we all heard it. Does anyone know what's going on?"_

"_I'm not sure Officer Dean, but—wait a minute." _

Clark heard the previous voice again, coming in over the radio's crackling reception.

"_Once again all officers to respond immediately to Luthor Corp warehouse, officers in distress. Reports of—"_ The voice paused and started up again, bewildered. "_Reports of people flying? Ringleader is asking for a Kal El?"_

Clark saw the cops heads snap up immediately and they all began to talk at once.

"_Did she just say—people are flying?"_

"_That's what I heard."_

"_What is a Kal El?"_

"_Is that some foreign word for money or something?"_

"_Oh no, the Chief is gonna have a heart attack—first people throwing cars, now this."_

"_Yeah well he'll just cover it up again by saying they were jumping really, really high."_

There was a round of stifled laughter before a gruff voice cut them off.

"_Whatever's going on we need to get over there now—officers are in trouble. Is this everyone? Where is the rookie?"_

"_You mean Grant? He's over there chatting up some brunette in a tight dress."_

"_Screw it—we're leaving without him. Teach him a little lesson about not leaving his damn radio on."_

"_All right boys let's roll."_

Clark watched as the police filed out the door, ready to spring into action. He reached into his pocket and clasped his fingers tightly around the shackle Jor El had given him, a grim feeling washing over him as he realized that Zod was now out of hiding, joining with the others to make good on his plans.

Glancing back over he saw Ben leading Chloe out onto the dance floor; he felt a strong resolve that no matter what, she would know tonight.

But first he had one small thing to do.

Clark didn't know if it would work, and if it did, what Zod's spirit would do when banished from Lex's body, but he had to try. With a quick glance around first Clark spun on his heel and zoomed out of the ballroom and over to The Daily Planet. He whooshed into the basement and made a beeline for Chloe's desk. Throwing open the bottom drawer he shuffled through its contents and saw what he was looking for buried underneath a handful of folders.

He knew what he had to do and he placed the small, lead box on top of the desk. Taking a step back he quickly flipped open the lid. Instantly he felt the wind being knocked from him, the blood ran cold in his veins and he doubled over in pain. Struggling to move he managed to get across the room to a safe distance. When he felt his powers rush back through his body he focused in on the glimmering, green hunk of kryptonite. He squinted and his eyes began to twitch and burn; suddenly he felt an explosion of heat shoot from them and he steadied the ray at the box. The green glow of the kryptonite began to swirl, the edges appeared charred and after another minute the exterior melted away to reveal a shiny, black surface.

Clark blinked and the heat ray subsided; he ran up towards the black kryptonite nestled inside the box and slammed the lid shut, stuffing it into his pocket.

He zoomed back out onto the street and saw a caravan of cop cars barreling down the street towards the far end of downtown, their sirens blazing. As they passed he felt a strong instinct to follow, but he had made a promise to himself, and it was time to see it through.

When he made it back to the ballroom he saw everyone's attention turned to the stage where the Mayor of Metropolis was waving his glass excitedly and speaking into the microphone.

"And we still have another few hours to go! So let's make it count!"

The room exploded into a chorus of cheers and the Mayor's words echoed in his brain, propelling him forwards as he pushed his way through the crowd desperately.

"_Make it count."_

He saw the back of Chloe facing him; she was standing in front of the stage next to Ben, clapping politely.

"Chloe," He said breathlessly as he approached them. They both spun around simultaneously and Ben stepped back in surprise.

"Clark, hey—"

"Ben, I'm sorry." He declared, placing a hand on his shoulder.

"Clark, what's going on?" Chloe asked, sensing something was wrong.

Clark slid his hand off of Ben's shoulder and lurched forward; he grabbed Chloe by the waist, crashing her into his chest. "Chloe, I'm in _love_ with you."

He tilted his head down and pressed his lips down upon hers hard, running his hands down to the small of her back over the silky, purple fabric. He felt Chloe melt into him, responding with her whole body, and he savored the moment when she deepened the kiss.

After a moment he pulled back; Chloe was teetering, her face frozen in shock as she clutched the area above her heart. Ben reached out to steady her as the people surrounding them observed the scene with amusement.

Before anyone could say a word he turned his back and bolted out of the room, the sound of the bandlaunching into another songin his ears as he zipped out into the night.


	19. Chapter 19

**Author's Note: I am not too happy with this chapter and fater numerous re-writes I just thought, its fine. I am not great with action sequences so whatever...I tried, I hope its okay...the second parter of this chappy should be up soon...enjoy...or not..whatever...lol**

Clark came to a halt; turning the corner around the Luthor Corp warehouse he noticed bright, red flames dancing in the shattered windows and in the distance he saw smoke rising from several other rooftops. There was a deafening crunch of metal on metal as he witnessed a police cruiser being tossed like a beach ball into a barricade of cop cars, sending the officers hiding behind them scrambling.

A line of Kryptonians advanced swiftly, picking up cars along their way and sending them airborne as the officers, weapons drawn, dove for cover and began to fire.

The bullets bounced off their chests in rapid succession and a young officer crouched between two trash dumpsters yelled into his radio, his face pale, perspiration staining his shirt.

"_We need more back up now—they are throwing cars at us—yes you heard right. We have fired shots but they seem to be wearing bullet proof vests or, Woah—"_

The man stopped and dropped his radio as a woman appeared and shot a beam of fire into the dumpster behind him, missing him by inches. Another beam followed and he jumped out of its way as it exploded a large slice of metal into a light post above him, spraying glass everywhere. Another officer ran over to help when a Kryptonian man sailed over and landed in front of them, reaching out to fling both of them into the air and out of view.

Clark over heard the panicked cries of the police through the din as he scouted around for Lex.

"_They're shooting fire!"_

"_They have flame throwers?"_

"_No, it looks like it came out of their eyes!"_

"_That's impossible—"_

"_They are throwing cars for crissakes! Anything is possible!"_

Another ray of fire shot past him and slammed into the building; a large chunk of the overhang broke off and slammed into the ground pinning a woman police officer beneath. The woman cried out in agony and others rushed to aid her, dodging the flying debris as more beams of fire ripped through the building.

Clark began to rush over to help the woman when suddenly everything grew oddly still; the frenzy of destruction around him stopped and it grew quiet except for the sound of gunfire.

Clark spun around to see twenty or so of the Kryptonians facing the crumbling doorway of the warehouse where an ugly woman emerged. She was standing behind a man that Clark instantly recognized.

Lex.

The cops ceased firing and shrunk back in astonishment, talking hurriedly amongst themselves.

"_Is that?"_

"_Oh my God, I think it is!"_

"_Is that Lex Luthor?"_

"_Yeah. We told you guys there was some crazy shit going on here."_

"_Yeah you said he was here but—but we didn't believe it."_

"_I always thought the Luthor's were insane—now I know I'm right."_

"_What the hell is going on?"_

Lex surveyed the chaos with pride and took a flying leap through the air, landing on top of a pile of smashed police cruisers, ready to rile his troops.

"Enough of this foolishness—I demanded the _humans_ bring Kal El to me and they have failed." He said, addressing the Kryptonians who were staring at him, riveted. "I _will_ find him and he will join me, but first we will bring this Earth to its knees—."

The horde began to stomp and cheer riotously and Clark heard the cops react once again.

"_He's starting up with the Kal El crap again."_

"_Okay I know billionaires can be ego maniacal but this is beyond—"_

"_Well who are these super powered nut jobs backing him up?_

"_He's gonna bring us to our knees? I ain't gonna kneel to this wacko."_

"_What is a Kal El? Does anyone know?"_

"_I don't know, do you think it could be a person?"_

Slowly a lone officer stood up, keeping his gun fixed upon Lex and shouted. "Who or what is this Kal El?"

Lex's head turned to face the man; the cheers faded away and the young man's body trembled under his gaze. Lex took a step forward and launched himself into the air, sailing across the distance to seize the man by the collar, lifting him high off the ground as his feet dangled helplessly.

"Silence!" He screeched. "I did not give you _human's_ permission to address me!"

He stared at the man contemptuously for a moment before reaching up to his neck with his free hand. Clark whooshed over to stop Lex, but his fingertips barely grazed him as he saw the mans head twist to the sound of a sickening crack. Lex smiled and dropped him, letting his lifeless body slump to the ground.

"_Holy shi—I'm outta here!"_ One of the cops yelled as he witnessed the horror, tossing his gun to the ground and fleeing. A handful of others at his side turned and ran as well.

"You're human army is fleeing—they are weak like you were." Lex snarled over the fallen man.

The line of Kryptonians behind him were now at his heels, shooting beams of fire and attacking the remaining police with a new found vigor. Another car, flattened into a jagged slip of metal, went slicing through the air and into a group of police who resumed shooting in a futile attempt at defense.

Clark heard the bullets whiz past him as he grabbed Lex by the arm and threw him backwards into the building. He landed hard and sent chunks of grey concrete showering down around him.

Suddenly the woman who had been at Lex's side before zoomed over to Clark; her ugly, face became pinched as she squinted her eyes, fire spewing forth. Clark shot back as well and their mutual rays merged into one. She let out a scream of frustration and Lex's voice rang out, deep and forceful.

"Ursa I demand you to stop at once! Kal El is _mine_!"

The woman lost her concentration and was bowled over by Clark's heat vision slamming into her full force. She flew backwards and landed several yards away; Clark looked up and saw Lex was smiling at him as he stood up, brushing the gray dust off his shoulders.

"Kal El—I knewFine was wrong about you—you _do_ have the desire to hurt, to _destroy_. You are not weak like the _humans_ you live with."

Clark stormed over to him, his anger rising. "You're wrong!" He yelled, reaching into his pocket to touch the lead box; he could only hope that if the black kryptonite worked that somehow the shackle was able to latch onto his spirit. He knew it was unlikely, but he had to try.

"No Kal El, just now I could _feel_ the hate in you—you wanted to hurt me and Ursa—you wanted to _kill_ us."

Clark felt the blood in his veins run cold. "I would never kill anyone. I am nothing like you." His fingers tightened around the box; he was wary of using the black kryptonite, not knowing what would happen to Zod's spirit, fearing it would be left on Earth to once again inhabit an unwilling host, but he had no other choice.

"Join me Kal El—join your brothers and sisters in recreating your Kryptonian home."

"This _is_ my home and I will never join you!" Clark yelled defiantly, lurching forward, his eyes dark and flashing wildly when he heard a strange wailing sound.

The sound was much different from any scream he had ever heard before, and he spun around to see one of the Kryptonians drop a struggling cop to the ground. His arm was twitching violently and he seemed paralyzed with fear.

The cop dashed to safety and watched as the Kryptonian mans eyes darted around helplessly, his comrades stepping back from him.

There was another scream, followed by another and Clark saw several other Kryptonians stop in their tracks, all of them beginning to spasm as the color drained from their faces.

"_No! No!"_ Clark heard a woman shriek, suddenly taking off into the sky backwards as if being pulled. A minute later she was followed by a handful of others, each of them flung upwards by some invisible force.

Two or three of the Kryptonians took off, running in the opposite direction and away from the warehouse in a frantic attempt to escape their fate. They ran past the last of the cops who were now huddled together in the far end of the lot, watching in awe as their attackers disappeared one by one.

"_What is going on now?"_

"_It's like they're being sucked up—like a giant vacuum."_

"_Just them? Are we gonna get sucked up too?"_

"_This is it—I can't take any more of this crap. I'm quitting the force."_

"_The Phantom Zone must be regenerating." _Clark thought, turning back to see Lex, whose hostile demeanor was now beginning to crack as he witnessed his supporters being re-imprisoned.

Clark knew it was now or never to take action. In one fluid motion Clark thrust his hand deep inside his pocket; gripping the lead box tightly, he pulled it out and flipped open the lid, jumping forward and slamming it face first into Lex's chest.

"Aaaargh—what have you done!" Lex bellowed, stumbling back from him. Immediately Lex's body was surrounded by a hazy, purplish glow and his eyes rolled back, his mouth open in a silent scream. His body started to shake so fast that is was only a blur and the light grew brighter and brighter as a swirling black vapor started to pour from him.

Clark reached for the shackle when he saw a flash of black curls in his periphery and a tiny hand reaching out to grab Lex and the black kryptonite that was now impaled in his chest.

"No—what are you doing! No!"


	20. Chapter 20

Thiera watched as Zod wrapped his hand tightly around the frightened man's neck; the color drained from the man's face and his eyes bulged as Zod's grip grew tighter. Knowing what was to come next, she turned her head quickly. When Thiera looked back she saw the man's limp body on the ground, her fellow Kryptonians attacking with a newfound energy, spurred on by the horrible display.

She saw Zod's eyes glance in her direction and she quickly withdrew further back into the dark corner where she was hiding. Theira had come to have a deep respect for Earth after countless hours of observation from her lonely, imprisoned existence, and she was not willing to participate in it's destruction.

She desperately wanted to do something to help the humans, to foil Zod's plan to conquer them; she stood up and walked out of the darkness, full of resolve to do _something_ when she saw him. He was standing amidst the ensuing commotion when he shot off like a bullet towards Zod, picking him up and flinging him into the side of the building.

"_Kal El."_ Thiera thought, filled with renewed hope. She knew of the love he had for his adopted home and had prayed he would stand up to defend it. From her brief interaction with him in the Phantom Zone, and from what she had been able to observe of him on Earth, she knew that he was a strong soul who had the ability to defeat Zod.

The day Thiera was able to sneak out from under Zod's eagle eyes, she went out in search of Kal El. She ran into him in the human's bustling city and decided to follow him; she overheard him planning a possible way to defeat Zod—through a substance called _black kryptonite. _She had trailed him down the busy street wanting to talk with him when a man walking past, carrying a box of bright green rocks, made her fall to the ground in pain. By the time she had recovered he was gone and she had lost her chance to tell him.

She had lost her chance to tell him that his plan to defeat Zod was certain to fail. Thiera knew that if the black kryptonite worked, and Zod's spirit was released, that the shackle would be useless. There would be no way to send Zod back into the Phantom Zone.

Suddenly there was a high-pitched scream as Ursa came charging towards Kal El; she was very possessive of Zod and would often let her emotions get the best of her, resulting in foolish displays. A fiery stream shot forth from her eyes and instantly melded into one from his in return. She let out another wail, flailing her arms out at her sides, her fingers wound into tight fists. Zod demanded her to stop and she lost focus. Stumbling a bit, a strong burst of flame from Kal El slammed into her and sent her flying backwards. Zod seemed to find it all rather amusing as he stood up slowly, eyeing Kal El with a wicked smirk.

Watching helplessly as the two approached each other, fearing he was now to act on his plan; her thoughts went back to a few days before, to the conversation of Kal El and his blonde friend.

"_Black—Clark have you considered black kryptonite?"_

"_What? Do you mean to separate Zod from Lex?"_

"_Yes. Remember when you told me about when you were Kal El—and how your mom used it on you to bring you back?"_

"_Yeah. She told me that Bridgette Crosby gave it to her. Do you think it could work?"_

"_I don't know—but it's worth a try. But it in no way solves everything—you did say that Zod had no physical body? So even if the black kryptonite does release him, I don't know how you would place the shackle on a formless being."_

"_Good point."_

Thiera heard their words replay over in her head, this time mixed in with other voices from further back in time. They were as clear to her as the day she first overheard them, sitting in her cell, waiting to be sentenced for her crimes. The members of the governing council had spoke worriedly, in hushed tones just loud enough to travel down the hall to her ears.

"_Jor El has decreed that all of the prisoners from this point on shall be fitted with a special shackle—a device that will enable the automatic return of escaped prisoners. It is a secondary precaution that is now being made mandatory after the recent incident, when five escaped and were not recovered."_

"_And this shackle—Zod is to be given one as well?"_

"_No."_

"_What? Councilor this is unacceptable!"_

"_Jor El, as well as other high ranking officials have decided to take an extra step in preventing Zod's escape."_

"_Such as?"_

"_Zod's physical body will be destroyed, thus preventing him from being able to leave the Phantom Zone. Jor El has contacted top scientists, commissioning a state of the art process that will enable—"_

"_I don't like it. Is there no way to attach the shackle anyways? I know many citizens that would not be happy to hear that Zod was not also fitted with one."_

"_Zod's body will be destroyed and that should be enough to satisfy our constituents. Besides, as far as I am aware, the technology would not be capable of working someone without form."_

"_I don't like this. How will robbing him of his physical body safeguard anything? Zod is notorious for finding ways around these things. It is common knowledge among certain circles that before he was captured he had cultivated a rather strong relationship with that scientist, Dox—"_

"_Dox? Is that the one who was rumored to have developed the technology that enabled him to take over and possess others?" _

"_Yes. I have heard through confidential sources that before Dox disappeared, he was working closely with Zod. On what, we can't be positive, but I don't find it impossible that he could have acquired the same know-how as the scientist."_

"_You bring up a strong argument councilor—Zod would do anything to protect himself and his campaign. It would be insurance against defeat—anything for another chance to come back and try to take over Krypton again, even if in another body."_

"_Gentleman, so far this is nothing but speculation and a moot point at best. Even if the rumors are true, without a body he will be unable to escape the Phantom Zone."_

Thiera shook her head slowly, angry that the councilors had not had enough foresight to plan for the worst. Zod now was loose; set free by Milton Fine, who was known by another name to her.

Brainiac.

He was a Kryptonian artificial intelligence created by the notorious scientist and follower of Zod, Vril Dox. The same Dox who had passed on to Zod the knowledge of possessing others at will before he disappeared. Zod had intended that all of his followers learn the ability as well, but before the knowledge could be passed on they were all captured.

"_Do you think he could inhabit another body at will? If he was to be released—could he theoretically jump into someone else?"_

"_I don't know. I will guess that if he could it would have to be a body that was strong enough to handle being the host of a superhuman psychopath."_

"_You're right. Lex had to be prepared."_

Thiera heard Kal El's and the blonde's words again; she knew Zod had no respect for life and would jump into whatever body he could. Kal El's friend was _prepared_ in a last ditch effort for Fine to find a host for Zod. But if he was to need another body though, she feared he would jump into whoever he wanted, regardless of whether they had been prepared to handle him and his Kryptonian genes.

She knew she had to do something to stop Kal El; she had to warn him of the dangers of his plan, fearing it would do more harm than good. She took a step forward in their direction when she heard a shriek. She turned her head and saw a large Kryptonian man stopped in his tracks, his arms and legs trembling. A moment later a woman ran past her; her hands were tugging at her hair and she had a look of panic stricken across her face. Their eyes met briefly and Theira knew instantly knew what was happening.

It was time to be sent back.

She did not know how or why the Phantom Zone chose to regenerate now, only that it always did eventually. She looked down and saw the shackle on her wrist. The day it had been put on her it was a gleaming piece of metal, now it had melded with her skin becoming a lumpy, flesh colored ring around her wrist and a constant reminder that she would never be free. She felt a tingling pang shoot up her arm and she froze in fear; her eyes darted around and she watched as a woman began to scream.

"No! No!" She bellowed as her body was sucked backwards.

Theira had never been freed before and she did not know what it would feel like to be pulled back into the Phantom Zone, but from the others around her she could tell that it would not be pleasant. Suddenly the tremors in her arm multiplied and she looked down to see her fingers vibrating against her hip.

Another man standing across from her shot upwards suddenly and she looked across the yard; Zod watched the man disappear as the others around him started to writhe. Kal El turned his head from the scene and focused back on Zod. She saw him reach into his pocket and move forward; knowing what he was about to do, she knew she had to act.

Dashing forward into the crowd she heard two distinct voices, each pushing her onwards with determination.

"_Even if he jumps into another body that could withstand it, I still could not send an innocent person into the Phantom Zone."_

Thiera would make sure that would not happen.

"_You could be most useful to me Thiera."_

The last sentence revolved in her mind and for once she knew it was true.

She _could_ be useful.

Kal El pulled a small, shiny box from his jacket and slammed it into Zod's chest. She zoomed over and reached out; latching onto Zod whose stolen body was now shaking inside a glowing purple cocoon of energy.

"No—what are you doing? No!" Kal El exclaimed as she grabbed onto the black rock that was lodged into his chest. She could feel Zod's true presence emanating from the humans body and she yelled above the din. "Kal El—it's the only way!"

She gestured to the others around her as they shot upwards, holding her hand out to him which was now beginning to tremble. He looked back at her, horrified as the black vapor now hanging in the air above them moved towards her.

"Zod—I am yours! I am here to be your most loyal servant!"

The human's body collapsed into a heap on the ground and the vapor began to glide over her bare skin; she could feel him seeping through her pores, her temple exploding in pain, and looked back to Kal El.

His face was solemn and eyes full of respect; they held each others gaze in a moment of mutual understanding before her body was overcome with convulsions and ripped into the sky.

**Author's Note: I found some stuff on Wikipedia about Brainiac and I used it, and twisted it around a little, to use for my story.**

"_**In most incarnations, Brainiac is a bald, green-skinned alien and one of the most intelligent villains in the DC Universe, capable of possessing others—"**_

****

**And this..**

"**_Brainiac's legacy was revealed in Action Comics #276. The story introduced the green-skinned, blond-haired teenager Querl Dox, or Brainiac 5, who believed himself to be Brainiac's 30th century descendant."_**

****

**And….**

"_**In Superman #167 it was discovered that Brainiac was a machiene. Brainiac 5's ancestor was revealed to be Vril Dox."**_

****

**And…**

"**_In the Post-Crisis DC Universe Brainiac's history was dramatically altered. Vril Dox was now a radical scientist who was sentanced to death. In his last moments his consciousness was attracted to a Earthly sideshow mentalist, Milton Fine, who worked under the alias "Brainiac"."_**

**Basically I used a little bit of all of this info to use for my story, just twisted up the way I want. Interesting eh? Thanks Wiki!**


	21. Chapter 21

"_You are listening to WKKP Metropolis—The Sound."_

Lana reached over and twisted the volume knob, blasting a pop song that rattled her car windows. She hummed and tapped her hands on the steering wheel to the beat as her car coasted through a quiet, downtown intersection en route to Metropolis International Airport. She saw flashing lights and a police cruiser blocking the road ahead of her and slowed to a stop.

An officer emerged from the vehicle and strolled over to her car, motioning for her to roll down the window.

"Yes officer?" Lana said, turning down the blasting song.

"Sorry ma'am but you're gonna have to turn around—this street is being cordoned off due to some warehouse fires in the near vicinity. You'll have to turn back and go around."

"_Crap!_" Lana thought as she looked at the time; she realized she was running late and if she had to make a detour now if would put her even further behind schedule and she could miss her flight.

"But officer," She replied in a sugary sweet voice. "I'm on my way to the airport which is only a little while down the street—but if I turn back now and go _all_ the way around it's a huge detour and I could miss my flight."

"I'm sorry ma'am but no. It's for your own protection—" The officer cut off to the sounds of muffled screams breaking through over his radio.

"_Repeat—all officers that hear this report to—" _The reception broke momentarily before the voice continued on. _"—immediately. This is an emergency—"_

The cop looked distracted and waved Lana on. "Now just turn around and you'll be fine. I can't be responsible for your tardiness." The cop turned around and went back to his police car, talking fervently into his radio.

Lana could hear his words echo out through the deserted street as she closed her window.

"_I got the message, but where? Wait—are you serious? Yeah I'll be right there."_

The officer climbed into his car and switched on his lights; the siren blasted as he reversed and sped down the street, disappearing into an alleyway. Lana took a quick look around; no other cops were present so she pressed her foot on the gas and gently swerved around the two yellow barricades in the street and continued on her way.

She caught a glimpse of the purple bruise underneath her left eye in her rear view mirror and grumbled. _"No damn warehouse fires are going to make me miss my flight—my chance to get the hell out of this place."_

Lane smiled triumphantly but was now starting to worry. She reached across to the passenger side seat for her purse; cradling her cell phone with her shoulder she pulled her ticket from her wallet and dialed.

"Hi, yes—I was just checking to see if the United Flight 181, Metropolis to Paris, is scheduled to be on time? I'm running a bit behind."

"Alright, hold please."

Lana reached over to crank the radio up once again, bopping her head along to the song on the radio until it ended and a man's voice cut out over the airwaves.

"_This is DJ Mel and you're listening to Monday Night Madness—all of the top pop tunes of the 80s, 90s and today. I hope everyone out there ia relaxing after taking that dreaded jump back into the work week. And let me tell you some of my listeners really need to relax. I just got a call into the station about a minute ago—a lady called and said she saw a woman being sucked up into the sky. I kid you not. Alien abductions again? Or someone hitting the bottle a might too hard after a long, tough Monday? Gimme a call and let me know what you think. Now a few commercials and then back to_–_The Sound."_

Lana laughed, and spoke to herself bitterly._ "Ah I would bet a million dollars on the alien abduction one."_ Suddenly the light musak playing in her ear stopped and she heard the woman's voice again.

"Yes everything is running on time—no delays. But the boarding gate _has_ been changed to Gate 97B."

"Oh, ok, could you repeat that again please?" Lana asked, grabbing a pen and scribbling it down as the lady spoke. "Thanks, I really appreciate—" Lana glanced back up and saw she was headed straight for a man who was in the middle of the road, frozen in her headlights.

"Oh my God!" She screamed, dropping her phone and slamming on the breaks.

The car skidded to a stop and she was jolted forward, her seatbelt snapping her back into her seat. She could smell burnt rubber and looked out her windshield to see the front bumper was inches away from the man, who was motionless and staring at her as if in a daze.

She unhooked her seatbelt, jumping out of her car to run over to the man. "Are you alright?" She exclaimed, looking him over. He was extremely tall and dressed in odd clothing, but there were no visible injuries and he seemed unhurt. "I'm so sorry, I looked down for a _second_ and then you were just _there—"_

Lana stopped as she realized the man was unresponsive and staring at her in a most peculiar way. "Sir, can you hear me? Are you ok?"

The man's eyelids flew open wide and his legs began to quiver, his arm shot out towards her, his giant, meaty hand seizing her arm tightly.

Lana immediately felt the circulation cut off and she screamed. "Let go of me! Your're hurting me—stop!" She struggled to get free, kicking him with her foot but it made no impact.

The man continued to ignore her pleas and his whole body was soon overcome with violent spasms, his grip on her growing tighter, sending her body shaking alongside his.

She could feel herself growing dizzy and weak, and for a moment it felt as if she was weightless.

"Please let go." She sobbed. She swung her leg back in one last desperate attempt to fight for her freedom, but she felt nothing but air underneath her and looked downwards. Lana saw she was at least five feet off the ground and she let out a throaty scream.

"What _are_ you? Let me go!"

And then, before she knew what was happening she felt a strong force propelling both of them upwards at a great speed. Her vision grew blurry as they climbed higher; the air grew thinner and thinner and she gasped for air, her eyes closing to nothingness.


	22. Chapter 22

Clark leaned up against the open doorway watching Lex in his hospital bed. His skin was ashen, dark circles underneath his eyes made him appear years older. The beep of his heart monitor was in synch with his chest as it slowly inhaled and exhaled, and a long, thin IV tube attached to his arm dripped a clear fluid into his body. His frail appearance was in stark contrast to hours before when he was at the height of Zod's powers and strength, and a direct result of having them ripped violently from him.

_Clark bent down over Lex's limp body; his eyes were closed and his skin was drained of all color, cold and clammy to the touch. A strong wheezing sound came deep from within him as he struggled for air. His eyelids slid open and his eyes rolled listlessly in their sockets._

"_You're going to be alright—I'm going to get you out of here."_

_With a quick glance over his shoulder to see that the cops were still firmly entranced with the sight of Kryptonians flying upwards, he slipped his arms around Lex, throwing him over his shoulder and zoomed towards Metropolis hospital._

"Excuse me."

Clark heard a voice behind him, snapping him out of his thoughts and turned around to see a short man in a white lab coat holding Lex's chart.

"Are you the one who brought Mr. Luthor in?" He asked, peering at Clark over the rims of his bi-focals.

"Yes. Is he going to be alright?"

The doctor pushed his glasses up with one hand as he flipped through the chart with the other. "Well when you brought Mr. Luthor in here he was in cardiogenic shock. A few more minutes in his condition and he would have died. He owes you a big one."

Clark grimaced, knowing full well he wouldn't be calling in any favors in the foreseeable future.

"The Atropine the ER staff administered, plus the IV fluids as well as the blood transfusion have counteracted the shock for now, and it seems his vitals have stabilized. But it will be quite some time before we know if there's been any damage to his heart or other organs—or if surgery will be necessary."

The doctor stuck the chart underneath his arm and looked at Clark quizzically. "You told the admitting staff that you just found him like this?"

Clark averted his eyes slightly and nodded his head; he hated lying, especially if it would jeopardize Lex's care, but he had no other idea how to explain such a unbelievable situation.

"Yeah, I just found him like this."

"Could you be more _specific_? It's not everyday I see a young, healthy man experience such a massive trauma to his heart without having any type of underlying heart condition."

"I wish I could—I saw him collapse and that's all I know."

Clark turned back to look at Lex as a strong wave of guilt came over him. Even though they had dissolved their friendship weeks before, it still stung inside to see him in such a helpless condition; no matter their differences, he did not deserve to have been used as a pawn by Zod, almost dying in the process.

He was thankful though, that Lex was still alive, but worried that he would suffer lingering after affects of the possession or worse.

That he may be irreversibly damaged. Or worse still—that he would remember everything.

Clark knew it was highly unlikely that Lex would remember any of the past events of the last week or so, after all he had learned of Clark's secret a few times before and the memories always faded instantly, but he still couldn't help but be anxious. There was no way he could explain himself away this time.

Lex's chest rose slowly and Clark swore he saw his eyelids flutter; he turned to alert the doctor when he saw two policemen round the corner at the far end of the hallway. They exchanged curt nods with the doctor and one of them cleared his throat loudly.

The doctor turned back to Clark and leaned in close, lowering his voice. "It seems that Mr. Luthor is a wanted man. When you brought him in one of my nurses called the authorities—seems she saw some rather incredible reports about him on the news."

Clark looked over towards the cops who were quickly approaching them, watching their interaction closely. The doctor stared at Clark for a moment, searching his face before he spoke. "Son, I have a feeling you're not telling me the whole story here—"

"Well I'm sure if there is more to the story, those two can figure it out." He replied, nodding towards the two policemen.

"Doctor, we'd like to have a word with Mr. Luthor."

"Yes I'm sure you would." The doctor replied, waving his clipboard in the air dismissively and walking away from Clark to meet them in the hall. "I would also like to speak with my patient as well, but seeing as how he is recovering from a serious cardiac episode and is heavily medicated that won't be possible anytime soon. I'd suggest that you come back when he's fully recovered." He placed his hands on one of the men's shoulders and began to lead them back from where they came. "I doubt you'll have trouble finding him."

Clark took one last look back at Lex, asleep peacefully in his bed, and knowing he was finally safe he turned and sped off towards his final destination of the night.

When he reached the Metropolis Museum of Art he ran up the steps past a few drunken stragglers stumbling their way down. He rushed into the ballroom to find it deserted except for a group of burly men ripping down the stage and a few people gathering trash from the tables.

"Damn." He said, kicking a withered balloon at his feet, his hopes that Chloe would still be there dashed.

"Clark?"

Clark spun around and saw Lois emerge out of nowhere and charge towards him. "Where did you run off to?" She demanded, grabbing his arm.

"I—I had some stuff to do and I—wait. Why do you care _where_ I went?" He replied, wrenching her hand from his sleeve.

"Well maybe because when you kiss my cousin in front of the whole room and then take off like a madman it's a little bizarre—"

"Wait, you _saw_ that? You weren't too busy flirting with Barney Fife?" Clark asked, desperately wanting to follow up on that kiss,

Lois scoffed and crossed her arms. "Funny.Yeah Clark. The whole room saw that. Chloe told me what you said—that you were in love with her. And while I agree it's about _damn time_—ya hafta work on your technique. Dropping the L-bomb and then splitting is enough to give a girl a serious complex. I mean, what the hell was _that_ all about?"

"Do you know where she is now?"

"You didn't answer my question."

"_Lois._"

"Fine—Ben took her back to Metropolis. She has classes tomorrow."

Clark sighed and looked down at the streamer covered floor; he had wanted to eloquently express his feelings to Chloe, to apologize for putting her in such an awkward position of kissing her right in front of Ben. He could only hope that his rash actions earlier hadn't put her off.

"Well whatever the reason for your untimely disappearing act, I'm sure it was important. You wouldn't be jerking my _beloved_ cousin's chain, now would you?" Lois remarked, a suspicious fire gleaming in her eyes.

"No Lois."

"Because I swear, if you hurt her—"

"Lois, the last thing I would ever do is hurt Chloe."

A slow smile spread across her face. "Good, that's all I wanted to hear. Now I'm gonna get going, got an early morning tomorrow." She turned away and after taking a few steps she glanced over her shoulder back at him. "You need a ride back to Smallville?"

Clark hesitated, debating a little late night zoom over to Chloe's dorm, but felt his head nod in tired defeat. He promised himself tomorrow; after all they had been through, waiting a few hours more was nothing at all.

**K..there it is a small update after a long time of procrastinating...not sure if I like it but whatever. Next chap is important so will be working on it...will probably be last chapter...**


	23. Chapter 23

Chloe looked up towards the soft light filtering down from the loft; taking a deep breath she placed her hand upon the wooden railing and slowly climbed the shadowy steps. The heels of her shoes clicked loudly as she went, but when she reached the top she saw Clark obviously unaware of her presence. She mused as she watched him for a moment, his back towards her, as he stared out the window into the inky, black sky.

"So much for super hearing." She quipped, the sound of her voice startling Clark who flinched and spun around quickly.

"Hey." He replied, his voice barely above a whisper as his posture stiffened dramatically. "I was going to drop by today but I had some things to do for my mom."

Chloe could feel the tension in the room, the unspoken awkwardness that existed between them because of what had happened the night before. She wanted to know the reason for his sudden, unexpected declaration of love and whether it was real, but she didn't want to be the first to bring it up. And judging by the uncomfortable look on his face, she had a feeling Clark felt the same way.

"So—" She began after a minute of silence. "I was wondering where you ran off to last night when news of what happened downtown between the Metropolis police force and a certain Mr. Lex Luthor gets back to me. When I heard what happened—or what the Chief of Police is calling _an incident in which we have no further details at this time_—or what the Luthor's team of lawyers are calling _absolute nonsense and erroneous slander_—I kind of figured out why you pulled the vanishing act. Care to fill me in on the details?"

Clark perched himself on the arm of the sofa. "It was Zod. I overheard that there was some trouble going on downtown on one of the policemen's radios. Zod was mobilizing the rest of his followers to attack."

Chloe walked over towards him and sat down on the corner of the end table. "What happened?"

"Well I used my heat vision to change the green kryptonite you keep in your desk into black kryptonite, and I got there just in time to use it on Lex."

"Did it work?"

"Yeah—sort of. I mean, it began to split them in two, but the Kryptonian girl I spoke with while I was imprisoned came out of nowhere and let Zod's spirit enter her body right before she was sucked back into the Phantom Zone with the others. I'm not sure, but I had the distinct feeling that she was trying to help knew and that's why she did what she did."

"So, she sacrificed herself to get Zod's spirit back into the Phantom Zone?"

Clark nodded solemnly. "Yeah, I guess she wanted to help to defeat Zod as well."

"And what happened to Lex?"

"I rushed him to the hospital—he was in shock. They did all they could and when I left him he was stable. Weak, but stable."

"At least he is alive. And by the way things usually go around here; his little walk on the Kryptonian side will probably be swept under the rug."

Clark's head dipped low and his eyes searched the floorboards. "Chloe, I'm worried. What if he suffers some sort of long tern damage from all of this? What is he remembers?"

Chloe reached out and placed her hand upon his. "I wish I had all the answers Clark—but all we can do is wait and see. But I promise no matter what, I'll be right here." The warmth of Clark's skin under hers suddenly made herself very aware of their closeness and once again the unease crept back in. Quickly she pulled her hand back.

Clark's head lifted but he avoided eye contact as he began to speak. "Thanks Chloe." He then gestured to a crumpled mess of papers on his desk, the remnants of an edition of The Daily Planet. "So, I finally got to read the article you wrote with Ben. You two make a great team—I'm sure Kahn will have you two work on many more stories in the future."

"Oh, Kahn really likes Ben—"

Clark tried to smile and nodded his head. "Uh huh."

"She even offered him a permanent position at The Planet—"

"Really? How—_great_." He replied, his voice devoid of any genuine enthusiasm.

"Yeah, and she was really mad when he declined."

Clark's eyes flashed towards her. "Wait—what?"

"He said that although he wanted to settle down someday, that he still had some wild oats to sew and that he couldn't be chained down right now to a desk. So he opted for the wild beyond and hopped on a plane this morning for Europe."

Chloe didn't feel the need to include that _she_ was the reason Ben decided to leave Metropolis. Instead she told him the excuse for leaving he used on Kahn, watching as a myriad of emotions registered on Clark's face, from surprise to something resembling relief to a look of apprehension.

After a moment or two there was a surge of confidence in his green eyes. "Chloe, about what happened last night—"

"About Zod?"

"Not exactly."

"Without another word she knew what he was referring to and felt her shoulders tense, surprised he brought the subject up first. "Oh. You mean the _kiss_?"

Clark took a sharp intake of air and leaned forward. "Yeah, I wasn't sure how to bring this up—in fact I've been thinking about how to do this all day—but I just wanted to apologize."

'_Oh_, of course." Chloe remarked, her chest heaving in a disappointed sigh as she did her best to flash an understanding smile. She had a suspicion that he would somehow brush off the kiss and was ready to dismiss her feelings of hurt with a joke or two. "I'm sure it was just your crazy new way of saying goodbye. But you know, if that's what you're going to do every time you leave the room you are going to be quite popular with the ladies. Maybe even some men."

"Chloe—"

"Or maybe you just came across some red kryptonite while you were going through my desk—"

"No, Chloe. I'm _not_ sorry about what I did, or what I said." Clark insisted, his voice firm. "I _meant_ every word. I just regret the way it which it happened. I wanted to tell you the right way—not by blurting it out in front of your date and a roomful of strangers. Ben didn't deserve that and neither did you."

Chloe's heart started to beat loudly in her ears, a lump rising in her throat as she tried to wrap her mind around the fact that Clark was actually saying these things out loud. That he wasn't trying to back out of it; that it was real.

Clark reached out and enveloped Chloe's hands into his. "It was so hard for me to sit there and watch you with Ben. I thought I'd lost you before I'd even had you." His eyes were full of emotion and she felt him squeeze her fingers tightly. "Chloe I am in love with you. It's not the way I wanted to tell you, but its' the truth."

"Well, I have a confession to make—" Chloe began, trying her best to not be overwhelmed. "All the time I was with Ben, especially on our date, something felt off. Me and him—it didn't feel right. I mean he is a great guy and all, but—"

Clark watched her intensely and she took a deep breath; this seemed a lot easier to do in her head, and she told herself she shouldn't be nervous considering Clark had _just_ revealed his feelings, but she couldn't help it. So many years of buried emotions were about to explode to the surface.

"He wasn't you. Before the kiss, I was in the middle of breaking it off with Ben. Instantly he knew why—because I was in love with you." She paused to watch as the corners of his mouth twitched upwards. "And he gave me hope that maybe you could feel the same."

"I always knew I liked that Ben guy."

"Sheeyah." Chloe laughed as Clark shot her a goofy grin; the uneasiness of the situation melted away and she felt herself inching closer to him, their knees touching. Once again they were just two friends talking. Two friends who just happened to be in love. "And then today I got to thinking. All those times the past few weeks you said you had something _important_ you wanted to tell me. And then how you went out of your way to prove how you were finally over Lana. You were trying to let me know and I just wouldn't let you. I couldn't believe that it could ever—How stupid I was."

"No." Clark said, pulling her along with him as he stood up. "It was me who was stupid. It took me years to realize just how much you really meant to me—and then I almost lost you because I was too scared to tell you." He inched closer until their bodies were pressed against each other and he wrapped his arms tight around her waist. "I promise though, now that I have you I'll never let you go."

Chloe closed her eyes as Clark dipped his head low and pressed his lips to hers. She reached up to grab the collar of his shirt, pulling him in even closer. His hands ran up her back to her neck where they stopped to play with the ends of her hair.

"_Please don't let this be a dream_" She thought, taking great care to memorize every sensation in case that it was, she would have one hell of a memory. Suddenly she heard a large thud and felt a jolt to her body; breaking away from his kiss her eyes caught sight of a thick beam of wood right above her head, cracked and broken into sharp shards. Blinking in surprise she reached up with one hand to touch it; realizing it was one of the ceilings support rafters her head snapped downwards to see the bottoms of their feet dangling as they hovered over the floor of the loft.

"Clark!" She yelped, throwing her free hand around him quickly and gripping him even stronger with the other. "We're, we're—_in the air_!" Clark looked back at her, smiling and unaware that he had bulldozed through a part of the barn's structure with his head.

"Yeah, well about that. I found out I can fly." He replied nonchalantly. "When the Phantom Zone broke open," Clark continued, grinning wickedly at Chloe as her mouth hung open surprise. "All the others flew away. I simply did what the others did and it's how I got back home."

"Well this certainly puts a whole new meaning to _sweeping a girl off her feet_." Chloe laughed as she regained her composure, picking a splinter of wood out of his hair. "But what about the whole heights thing?"

"I don't know. It's still a little new and frightening right now, but I must admit I'm actually starting to like it. It's kind of a rush. Not that I plan on doing it all the time or anything."

"So you're just trying to show off then?"

Clark laughed and leaned in to kiss her when she placed her hand on his chest and stopped him. 'Listen flyboy, I'm not sure you're mom would appreciate a hole in the roof."

"Sorry." He said and they started to sink downwards.

"I didn't mean stop. I just meant maybe you can aim yourself for the window or something?"

"You mean, you're not scared?"

"Clark if I wanted to be kissing an Earth bound man I would be. I remember once asking you to _take me along for the ride_, and I'll ask you again. _Clark, take me along for the ride."_

Clark smiled softly, pulling her in for a deep kiss. Chloe felt herself spinning, a rush of warm air whooshing around her. Without pulling away she pried open one eye to see nothing but blackness and stars around them, the lights of the Kent farm shining below.

"_If this is a dream, may I never wake up—"_


	24. Chapter 24

Gradually his eyelids slid open; his head was pounding and his body was drained of all energy. He struggled to open his mouth, to cry out, but it was parched, his lips cracked and dry.

"Hello Mr. Luthor." A voice said beside him and his focus shifted to a woman in blue nurses scrubs "We were all wondering when you were going to grace us with your presence." She poured some water into a flimsy paper cup and held it to his mouth, the cool liquid quelling the burning in his throat. "You've been out of it for forty-eight hours."

"Where—where am I?" He croaked as he surveyed the room. He knew he was in a hospital room; he could see the tube shooting from his arm into the IV stand next to his bed and could smell the sterile scent of bleach seeping from underneath the door, but he had no idea how he had gotten there. Only the briefest images flashed in his brain like a slideshow, but they were too quick and jumbled to make any sense.

"You are in Metropolis Hospital. You were brought here in shock and that's all I'm allowed to discuss with you at the moment." She replied, her voice dropping low and nodding her head towards the door where he could see two men in dark business suits lingering in the hallway. "By the _suggestion_ of your lawyers there, they told me it's best to let them explain everything to you."

"_Lawyers? What in the hell has happened to me? Why can't I remember how I got here? Why can't I remember how I got into this condition?"_ He thought as he watched the nurse scribble something down on a clipboard, adjust the IV tubing and head for the door.

"I'll be letting your supervising physician know you are awake—He'll want to check you out, maybe schedule a few tests." She twisted the door handle and paused. "As soon as I leave this room, those vultures out there are going to ask me if you are awake—they're quite intent on speaking with you."

"Tell them I'm still out then." Lex, said his voice strained but starting to recover some power. "I don't have the energy."

The woman nodded and walked out the door, pulling the privacy curtain as she went. Lex could make out the two men snap to attention and approach the nurse just before the door slammed shut behind her.

'My God what is going on?" He muttered to himself, a sense of dread coming over him.

He closed his eyes and the image began to flash faster, a blur of colors and echoes of screams and dark laughter. Unfamiliar voices beckoned to him, calling out strange words and names.

_Krypton, Thiera, Kal El, Ursa, Phantom Zone, Jor El, Zod._

Lex could feel beads of sweat roll down his face as the visions multiplied, and he lost all consciousness of the real world as he lingered in a state of delirium.

Flashes of a shiny metal object overcame him followed by the face of a thin, compact man with an evil sneer, his voice strong in his head.

"_But Master, this Earth grants you powers to crush them now!"_

He then heard a voice, deep and sinister; it was his own but unexplainably different.

"_I could easily kill them all now, but I need time to find those who escaped. They were trusted supporters and will be most useful to me in conquering this planet."_

Lex shuddered violently, his temples pounding as he felt a sensation of flying. He gripped the sheets in his clawed hands and thrashed as everything became a dizzying whirl. He could see himself, soaring though the sky.

"_This Earth is mine."_

"_First we find the others—than Kal El."_

His own voice echoed even louder in his head; an ugly woman, a large man and a timid young girl appeared before him as a deafening chorus of cheers rang out from a group of strangers.

"_I am ready to bring these pathetic humans to their knees!" _

"_Tonight we recreate Krypton on Earth!"_

He could feel the skin underneath his fingertips as he broke the neck of a young man; he could smell the fires burning in the distance as he saw a familiar face charge towards him, picking him up and throwing him with ease.

Clark Kent.

"_Kal El—I knew Fine was wrong about you—you do have the desire to hurt, to destroy. You are not weak like the humans you live with."_

"_You're wrong!"_ Lex heard Clark's voice, loud and clear and full of hate.

"_Join me Kal El—join your brothers and sisters in recreating your Kryptonian home."_

Suddenly there were more screams, loud in his ears. He could see people around him being sucked into the black sky, a hand thrusting towards him and a dark stone sticking out of his chest. Lex could hear his own screams of agony and the images replayed over and over, growing in intensity.

"No!" He heard himself scream, the sweat soaked covers of his bed twisting around his body, wrapping him in a cocoon.

'Mr. Luthor!" A voice yelled and he felt a pair of cool hands touch his skin. "Mr. Luthor—calm down!"

"No!" He screamed once more, his eyes snapping open and his whole body bolting upright. His pulse was racing and the nurse grabbed his arm, trying to break him free from his daze.

"Mr. Luthor—can you hear me?"

Lex stared back into her worried eyes but made no reply. She turned and dashed out the door and he could hear her voice calling urgently for a man in a white lab coat across the hallway.

His rapid breaths began to slow as he untangled himself from his sheets. As if someone had flicked on a switch in his brain the memories of the past week flooding back to him. His fists curled into a ball as he thought of his former friend, the mild mannered, unassuming farm boy. The same farm boy who had insisted all these years he was nothing more than he seemed, nothing special. Now, Lex knew the truth.

"_Clark Kent is Kal El of Krypton."_

**_The End!_**

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**_Thank you to EVERYONE who read an reviewed my story! I never intended on it even being half this long ever...But am glad I wrote it. I hope ya'll enjoyed and thanks to everyone who took the time to review!_**


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